Exhibit 4.3


 


WARRANT AGENT AGREEMENT


 


This Warrant Agent Agreement
(“Warrant Agreement”) is made as of February 15, 2022, by and among Direct Digital Holdings, Inc., a Delaware
corporation, with offices at 1233 West Loop South, Suite 1170, Houston, TX 77027 (the “Company”), and American
Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).


 


WHEREAS,
the Company is engaged in its initial public offering (the “Public Offering”) of 3,220,000 units, each consisting of
one share of Class A common stock, par value $0.001 per share (the “Common Shares”) and one warrant (the “Warrants”)
entitling its holder to purchase one Common Share for each whole warrant (the “Warrant Shares”) (including the additional
Common Shares and/or Warrants issuable to the underwriter if the underwriter’s over-allotment option is exercised);


 


WHEREAS,
the Company has filed, with the Securities and Exchange Commission (the “SEC”), a registration statement on Form S-1
(Registration No. 333-261059) (as amended, the “Registration Statement”), for the registration, under the Securities
Act of 1933, as amended (the “Act”), of the offer and sale of the Common Shares, the Warrants and the Warrant Shares;


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with
the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and
the respective rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the legally valid and binding obligations of the Company, and
to authorize the execution and delivery of this Warrant Agreement;


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


		1.	Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for
the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with
the express terms and conditions set forth in this Warrant Agreement.



 


		2.	Warrants.



 


		2.1.	Form of Warrant. Each Warrant shall be: (a) issued in registered form only, (b) in
substantially in the form of Exhibit A attached hereto (a “Warrant Certificate”), (c) signed by, or
bear the facsimile or electronic signature of, the Chairman and Chief Executive Officer, the President, the Chief Financial Officer, the
Treasurer or Secretary of the Company, and (d) signed manually or by facsimile or electronic signature by the Warrant Agent. In the
event the person whose facsimile or electronic signature has been placed upon any Warrant shall have ceased to serve in the capacity in
which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance.



 






     


     


    

 


		2.2.	Effect of Countersignature. Unless and until countersigned by the manual, facsimile or electronic
signature of the Warrant Agent pursuant to this Warrant Agreement, a Warrant shall be invalid and of no effect and may not be exercised
by the holder thereof.



 


		2.3.	Registration.



 


		2.3.1.	Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”)
for the registration of the original issuance and transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent
shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. Except as provided in this Section 2.3.1, upon the initial
issuance of the Warrants, to the extent the Warrants are Depository Trust Company (“Depository”) eligible as of such
date, all of the Warrants shall initially be represented by one or more Warrant Certificates reflecting book-entry of ownership (each
a “Book-Entry Warrant Certificate”), deposited with the Depository and registered in the name of Cede & Co.,
a nominee of the Depository. Ownership of beneficial interests in the Book-Entry Warrant Certificates shall be shown on, and the transfer
of such ownership shall be effected through, records maintained (i) by the Depository or its nominee for each Book-Entry Warrant
Certificate; (ii) by institutions that have accounts with the Depository (such institution, with respect to a Warrant in its account,
a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners
of beneficial interests that request such direct registration. If the Warrants are not DTC-eligible at the issuance date or the Depository
subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement within ten (10) Business Days (as defined below) after the Depository ceases
to make its book-entry settlement available. In the event that the Company does not make alternative arrangements for book-entry settlement
within ten (10) Business Days, or the Warrants are not eligible for, or it is no longer necessary to have the Warrants available
in, book-entry form, the Warrant Agent shall provide written instructions, upon receipt of instructions from the Company, to the Depository
to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent
to deliver to the holder definitive Warrant Certificates in physical form evidencing such Warrants.



 


		2.3.2.	Registered Holder; Beneficial Owners. Prior to due presentment for registration of transfer of
any Warrant, the Company and the Warrant Agent may deem and treat the Person (as defined in the Warrant Certificate) in whose name such
Warrant shall be registered upon the Warrant Register (“Registered Holder”) as the absolute owner of such Warrant and
of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone
other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary. The term “beneficial owner” shall mean any Person in
whose name ownership of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records
maintained by the Depository or its nominee or a Participant.



 






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		2.4.	Separate Issuance of Warrants. The Common Shares and the Warrants shall be issued separately and
shall be transferable separately immediately upon issuance. The Common Shares and the Warrants will begin to trade separately on or promptly
after the date that is the effective date of the Registration Statement.



 


		2.5.	Uncertificated Warrants. Notwithstanding the foregoing and anything else herein to the contrary,
the Warrants may be issued in uncertificated form if so specified by the Company.



 


		2.6.	Opinion of Counsel. The Company shall provide an opinion of counsel to the Warrant Agent prior
to the issuance of the Warrants to set up a reserve of Warrants and related Warrant Shares. The opinion shall state that:



 


(a)    the offer
and sale of all Warrants or Warrant Shares, as applicable, are registered under the Securities Act of 1933, as amended, or are exempt
from such registration; and


 


(b)   all Warrants
or Warrant Shares, as applicable, are validly issued, fully paid and non-assessable.


 


		3.	Terms and Exercise of Warrants.



 


		3.1.	Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered
Holder thereof, subject to the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of Common
Shares stated therein, at the price of $5.50 per whole Common Share, subject to the adjustments provided in Section 4 and
in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Warrant Agreement refers
to the price per whole share at which Common Shares may be purchased at the time such Warrant is exercised. The Company, in its sole discretion,
may lower the Warrant Price at any time prior to the Expiration Date (as defined below); provided, that any such reduction remains in
effect for no less than ten (10) Business Days and shall be identical in percentage terms among all of the then outstanding Warrants.
The Company shall promptly notify the Warrant Agent of any Warrant Price reduction.



 


		3.2.	Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”)
commencing on the Issuance Date (as defined in the Warrant Certificate) and terminating at 5:00 p.m., New York City time, on February 15,
2027 (“Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall become null and void, and
all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration
Date. The Company may extend the duration of the Warrants by delaying the Expiration Date; provided, however,
that the Company will provide notice of not less than twenty (20) days to the Warrant Agent and Registered Holders of such extension and
that such extension shall be identical in duration among all of the then outstanding Warrants.



 






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		3.3.	Exercise of Warrants.



 


		3.3.1.	Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned
by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering at the office of the Warrant Agent, or at the
office of its successor as Warrant Agent, at 6201 15th Avenue, Brooklyn, NY 11219, Attn: Corporate Actions, (i) the Warrant Certificate
evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry
Warrants”) shall be exercised as described herein and Section 1 of the Warrant, (ii) the subscription form, as set
forth in the Warrant Certificate (the “Exercise Notice”), in the case of a Book-Entry Warrant Certificate, properly
delivered by the Participant in accordance with the Depository’s procedures, and (iii), unless the cashless exercise procedure specified
in Section 1(d) of the Warrant is specified in the applicable Notice of Exercise (a “Registration Failure Cashless
Exercise”), payment in full, in lawful money of the United States, in cash, by wire of same day funds or by certified or bank
cashier’s check payable to the order of the Company, the Warrant Price for such number of Warrant Shares totaling whole Common Shares
as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange
of the Warrant for the Warrant Shares, and the issuance of the Warrant Shares. Notwithstanding any other provision in this Warrant Agreement,
a holder whose interest in a Book-Entry Warrant is a beneficial interest in a Book-Entry Warrant held through the Depositary (or another
established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other
clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that
are required by Depositary (or such other clearing corporation, as applicable). Upon receipt of an Exercise Notice for a Registration
Failure Cashless Exercise, the Company will promptly calculate and transmit to the Warrant Agent the number of Warrant Shares issuable
in connection with such Registration Failure Cashless Exercise. The Warrant Agent shall have no duty or obligation to investigate or confirm
whether the Company’s determination of the number of Warrant Shares to be issued on such exercise is accurate or correct.



 


		3.3.2.	Fractional Shares. Notwithstanding any provision to the contrary contained in this Warrant Agreement,
the Company shall not be required to issue any fractional Common Shares in connection with the exercise of Warrants for Warrant Shares,
and in any case where the Registered Holder would be entitled under the terms of the Warrants to receive a fractional Common Share as
a Warrant Share upon the exercise of such Registered Holder’s Warrants, issue or cause to be issued only the nearest whole number
of aggregate Warrant Shares issuable on such exercise (and such remaining fractional shares will be disregarded and an amount in cash
equal to the fractional amount multiplied by the exercise price will be paid to the Registered Holder); provided, that if more than one
Warrant Certificate is presented for exercise at the same time by the same Registered Holder, the number of Warrant Shares which shall
be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares issuable on exercise of
all such Warrants. The Company shall provide an initial funding of one thousand dollars ($1,000) for the purpose of issuing cash in lieu
of fractional shares. From time to time thereafter, the Warrant Agent may request additional funding to cover payments for fractional
Warrant Shares. The Warrant Agent shall have no obligation to make such payments for fractional Warrant Shares unless the Company shall
have provided the necessary funds to pay in full all amounts due and payable with respect thereto.



 






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		3.3.3.	Issuance of Certificates. As soon as practicable after the exercise of any Warrant and the clearance
of the funds in payment of the Warrant Price, the Warrant Agent shall advise the Company and its transfer agent regarding (i) the
number of Warrant Shares issuable upon such exercise in accordance with the terms and conditions of this Warrant Agreement, (ii) the
instructions of each Holder (as defined in the Warrant Certificate) or Participant, as they case may be, with respect to delivery of the
Warrant Shares issuable upon such exercise, (iii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to
the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing
the balance, if any, of the Warrants remaining after such exercise and (iv) such other information as the Company or such transfer
agent and registrar shall reasonably require. Promptly thereafter and within the time period set forth in the Warrants, the Company shall
instruct its transfer agent to issue to the Registered Holder of such Warrant a certificate or certificates representing the number of
full Common Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, provided,
in lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, and provided the Company’s transfer
agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable
efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Registered Holder by crediting
the account of the Participant of record with the Depository or through its Deposit Withdrawal Agent Commission system. If such Warrant
shall not have been exercised or surrendered in full, in case of a Book-Entry Warrant Certificate, a notation shall be made to the records
maintained by the Depository or nominee for each Book-Entry Warrant Certificate, evidencing the balance, if any, of the Warrants remaining
after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise
of a Warrant unless (a) a registration statement under the Act with respect to the Common Shares issuable upon exercise of such Warrants
is effective and a current prospectus relating to the Common Shares issuable upon exercise of the Warrants is available for delivery to
the Registered Holder of the Warrant or (b) in the absence of a registration statement under the Act with respect to the offer and
sale of the Common Shares and a current prospectus relating to the Common Shares, in the opinion of counsel to the Company, the exercise
of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification
under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides; provided that in the case
of a Registration Failure Cashless Exercise, no registration statement under the Act with respect to the Common Shares and no current
prospectus relating to the Common Shares, and no opinion of counsel shall be required. Until otherwise advised in writing by the Company,
the Warrant Agent shall always be entitled to assume that either clause (a) or clause (b) is in effect and shall incur no liability
in making such assumption. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such
exercise or issuance would be unlawful. In the event such an exercise would be unlawful with respect to a Registered Holder in any state,
the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no
event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle”
the Warrant.



 






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		3.3.4.	Valid Issuance. The validity of any exercise of Warrants will be determined by the Company in its
reasonable discretion. The Warrant Agent shall notify a holder of any purported invalidity of any exercise of Warrants. All Common Shares
issued upon the proper exercise or surrender of a Warrant in conformity with this Warrant Agreement shall be validly issued, fully paid
and nonassessable.



 


		3.3.5.	Date of Issuance. Each Person in whose name any Common Shares are issued shall, for all purposes,
be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant
Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a
date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares at
the close of business on the next succeeding date on which the stock transfer books are open (the “Exercise Date”).
If any of (i) the Warrant Certificate or the Book-Entry Warrants, (ii) the Exercise Notice, or (iii) the Warrant Price
therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed
to be received and exercised on the Business Day next succeeding the Exercise Date, subject to clearance of the funds. If the date specified
as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is
a Business Day, subject to clearance of the funds. If the Warrants are received or deemed to be received after the Expiration Date, the
exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Registered Holder as soon
as practicable.



 






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		3.3.6.	Cost Basis Information.



 


(a)  In the event of a cash exercise,
the Company hereby instructs the Warrant Agent to record cost basis for newly issued shares in a manner to be subsequently communicated
by the Company in writing to the Warrant Agent.


 


(b)  In the event of a Registration
Failure Cashless Exercise, the Company shall provide cost basis for shares issued pursuant to a Registration Failure Cashless Exercise
at the time the Company confirms the number of Warrant Shares issuable in connection with the Registration Failure Cashless Exercise to
the Warrant Agent pursuant to Section 3.3.1.


 


		4.	Adjustments; Rights. The Warrant Shares and Warrant Price shall be subject to adjustment as provided
for in the Warrant Certificate, and the rights of Warrant holders as provided for in the Warrant Certificate are incorporated herein by
reference and shall be adhered to by the Company and the Warrant Agent. The Company hereby agrees that it will provide the Warrant Agent
with reasonable notice of any adjustment events. The Company further agrees that it will provide to the Warrant Agent with any new or
amended exercise terms. Whenever the Warrant Shares or Warrant Price or the number of Common Shares issuable upon the exercise of each
Warrant is adjusted, the Company shall (a) promptly prepare a certificate setting forth the Warrant Price of each Warrant as so adjusted,
and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer
agent for the Common Shares a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each
Holder of a Warrant Certificate. The Warrant Agent shall be fully protected in relying on any such certificate and on any adjustment or
statement therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of any such
adjustment or any such event unless and until it shall have received such certificate.



 


		5.	Transfer and Exchange of Warrants.



 


		5.1.	Transfer of Warrants. The Warrants may be transferred or exchanged separately from Common Shares.



 


		5.2.	Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of
any outstanding Warrant into the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly
guaranteed and accompanied by appropriate instructions for transfer, or properly noticed by the Depositary as contemplated by Section 5.3.
Upon any such transfer, a new Warrant, representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be
cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
the Company’s request. A party requesting transfer of Warrants must provide any evidence of authority that may be required by the
Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature
guarantee program approved by the Securities Transfer Association.



 






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		5.3.	Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together
with a written request for exchange or transfer reasonably acceptable to Warrant Agent, duly executed by the registered holder thereof,
or by a duly authorized attorney, and, thereupon, the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that, except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred
only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor
depository; provided further, that in the event a Warrant surrendered for transfer bears a restrictive legend, the Warrant
Agent shall not cancel such Warrant and shall issue new Warrants in exchange therefor until the Warrant Agent has received an opinion
of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive
legend. Notwithstanding anything else in this Section 5.3, in case of a Book-Entry Warrant, the holder or Participant shall
notify the Depositary in accordance with the Depository’s procedures of a requested transfer and the Depositary shall provide notice
to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from
time to time, of a transfer to be recorded in the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate,
or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such transfer and the new name in which
the transferred Book Entry Warrants are to be held.



 


		5.4.	Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer
or exchange which will result in the issuance of a Warrant Certificate or a Book-Entry Warrant Certificate for a fraction of a Warrant.



 


		5.5.	Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and
to deliver, in accordance with the terms of this Warrant Agreement, the Warrants required to be issued pursuant to the provisions of this
Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed
on behalf of the Company for such purpose.



 


		6.	Other Provisions Relating to Rights of Registered Holders of Warrants.



 


		6.1.	No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the
rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise
any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election
of directors of the Company or any other matter.



 


		6.2.	Lost, Stolen Mutilated or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed,
the Company and the Warrant Agent may, absent notice to Warrant Agent that such certificates have been acquired by a bona fide purchaser,
on such terms as to indemnity or otherwise as they may in their discretion impose (which terms shall in all cases include posting of a
lost security bond by or on behalf of the Registered Holder, and in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall
constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant
shall be at any time enforceable by anyone.



 






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		6.3.	Reservation of Common Shares. The Company shall at all times reserve and keep available a number
of its authorized but unissued Common Shares that will be sufficient to permit the exercise in full of all outstanding Warrants issued
pursuant to this Warrant Agreement.



 


		6.4.	Registration of Common Shares. The Company agrees to use its commercially reasonable efforts to
maintain the effectiveness of the Registration Statement until the expiration of the Warrants in accordance with the provisions of this
Warrant Agreement; provided, however, that the Company shall not have penalties for failure to deliver Common
Shares if a registration statement is not effective or a current prospectus is not on file with the SEC at the time of exercise by the
Registered Holder. In addition, to the extent not completed at the time of the initial issuance of the Warrants, the Company agrees to
use its reasonable efforts to register such securities under the blue sky laws of the states of residence of the exercising Registered
Holders to the extent an exemption under the Act is not available for the exercise of the Warrants. In no event will the Registered Holder
of a Warrant be entitled to receive a net-cash settlement or Common Shares or other consideration as of result of the Company’s
non-compliance with this Section 6.4.



 


		7.	Concerning the Warrant Agent and Other Matters.



 


		7.1.	Payment of Taxes. The Company will, from time to time, promptly pay all taxes and charges that
may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Common Shares upon the exercise of Warrants,
but neither the Company nor the Warrant Agent shall be obligated to pay any transfer taxes in respect of the Warrants or such shares.
The Warrant Agent shall not register any transfer or issue or deliver any Warrant Certificate(s) or Warrant Shares unless or until
the Persons requesting the registration or issuance shall have paid to the Warrant Agent for the account of the Company the amount of
such tax, if any, or shall have established to the reasonable satisfaction of the Company and the Warrant Agent that such tax, if any,
has been paid.



 


		7.2.	Resignation, Consolidation, or Merger of Warrant Agent.



 


		7.2.1.	Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed,
may resign its duties and be discharged from all further duties and liabilities hereunder after giving thirty (30) days’ notice
in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint, in writing, a successor warrant agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by
the Registered Holder of the Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then
the Registered Holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor warrant agent. Any successor warrant agent, whether appointed by the Company or by such court, shall be an entity authorized
under applicable laws to exercise the powers of a transfer agent and subject to supervision or examination by federal or state authorities.
After appointment, any successor warrant agent shall be vested with all the authority, powers, rights, immunities, duties and obligations
of its predecessor Warrant Agent with like effect as if originally named as warrant agent hereunder, without any further act or deed;
but, if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of
the Company, an instrument transferring to such successor warrant agent all the authority, powers, and rights of such predecessor Warrant
Agent hereunder; and, upon request of any successor warrant agent, the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers,
rights, immunities, duties and obligations.



 






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		7.2.2.	Notice of Successor Warrant Agent. In the event a successor warrant agent shall be appointed, the
Company shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the Common Shares not later than thirty
(30) days before the effective date of any such appointment.



 


		7.2.3.	Merger or Consolidation of Warrant Agent. Any Person into which the Warrant Agent may be merged
or with which it may be consolidated or any Person resulting from any merger or consolidation to which the Warrant Agent shall be a party
shall be the successor warrant agent under this Warrant Agreement without any further act on the part of the Company or the Warrant Agent.



 


		7.2.4.	Confidentiality. The Warrant Agent and the Company agree that all books, records, information and
data pertaining to the business of the other party, including inter alia, personal, non-public Holder information, which are exchanged
or received pursuant to the negotiation or the carrying out of this Warrant Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other Person, except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal
government authorities.



 


		7.3.	Fees and Expenses of Warrant Agent.



 


		7.3.1.	Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services
as Warrant Agent hereunder as set forth in the fee schedule mutually agreed upon by the parties and will reimburse the Warrant Agent upon
demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.



 






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		7.3.2.	Further Assurances. The Company agrees to perform, execute, acknowledge and deliver, or cause to
be performed, executed, acknowledged and delivered, all such further and other acts, instruments and assurances as may reasonably be required
by the Warrant Agent for the carrying out or performing of the provisions of this Warrant Agreement.



 


		7.4.	Liability of Warrant Agent.



 


		7.4.1.	Reliance on Company Statement. Whenever, in the performance of its duties under this Warrant Agreement,
the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking
or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may
be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer or Chairman
of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon, and be held harmless for such reliance,
such statement for any action taken or suffered or omitted to be taken by it in the absence of bad faith pursuant to the provisions of
this Warrant Agreement, and shall not be held liable in connection with any delay in receiving such statement.



 


		7.4.2.	Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful
misconduct or bad faith (each as determined by a final, non-appealable judgment of a court of competent jurisdiction). The Company covenants
and agrees to indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, losses, damages,
costs, expenses, and reasonable counsel fees, which may be paid, incurred or suffered by or to which it may become subject, arising from
or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, that
such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses,
losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, willful misconduct
or bad faith each as determined by a final, non-appealable judgment of a court of competent jurisdiction).



 


		7.4.3.	Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this
Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible
for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible
to make any adjustments required under the provisions of Section 4 or responsible for the manner, method or amount of any
such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it, by any act hereunder,
be deemed to make any representation or warranty as to the authorization or reservation of any Common Shares to be issued pursuant to
this Warrant Agreement or any Warrant or as to whether any Common Shares will when issued be valid and fully paid and nonassessable.



 






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		7.4.4.	Instructions. From time to time, the Company may provide the Warrant Agent with instructions concerning
the services performed by the Warrant Agent hereunder. In addition, at any time the Warrant Agent may apply to any officer of the Company
for instruction, and may consult with legal counsel for the Warrant Agent or the Company with respect to any matter arising in connection
with the services to be performed by the Warrant Agent under this Warrant Agreement. Warrant Agent and its agents and subcontractors shall
not be liable and shall be indemnified by the Company for any action taken, suffered or omitted to be taken by Warrant Agent in reliance
upon any Company instructions or upon the advice or opinion of such counsel. Warrant Agent shall not be held to have notice of any change
of authority of any Person, until receipt of written notice thereof from Company.



 


		7.4.5.	Rights and Duties of Warrant Agent.



 


(a) The Warrant Agent may consult
with legal counsel (who may be legal counsel for the Company), and the advice or opinion of such counsel shall be full and complete authorization
and protection to the Warrant Agent as to any action taken, suffered or omitted by it in accordance with such advice or opinion.


 


(b) The Warrant Agent shall not
be liable for or by reason of any of the statements of fact or recitals contained in this Warrant Agreement or in the Warrant Certificates
(except its countersignature thereof) or be required to verify the same, and all such statements and recitals are and shall be deemed
to have been made by the Company only.


 


(c) The Warrant Agent shall not
be required to take notice or be deemed to have notice of any event or condition hereunder, including any event or condition that may
require action by the Warrant Agent, unless the Warrant Agent shall be specifically notified in writing of such event or condition by
the Company, and all notices or other instruments required by this Warrant Agreement to be delivered to the Warrant Agent must, in order
to be effective, be received by the Warrant Agent as specified in Section 8.2, and in the absence of such notice so delivered,
the Warrant Agent may conclusively assume no such event or condition exists.


 


(d) The Warrant Agent and any
stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the
Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to
the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Warrant Agreement. Nothing herein shall
preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.


 


(e) The Warrant Agent may execute
and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorney
or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney
or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, absent gross negligence, bad faith
or willful misconduct (each as determined by a final, non-appealable judgment of a court of competent jurisdiction) in the selection and
continued employment thereof.


 






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(f) The Warrant Agent may rely
on and shall be held harmless and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to
be taken by it in reliance upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission or other document,
or any security delivered to it, and believed by it to be genuine and to have been made or signed by the proper party or parties, or upon
any written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent hereunder


 


(g) The Warrant Agent shall not
be obligated to expend or risk its own funds or to take any action that it believes would expose or subject it to expense or liability
or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to
it.


 


(h) The Warrant Agent shall not
be liable or responsible for any failure of the Company to comply with any of its obligations relating to any registration statement filed
with the SEC or this Warrant Agreement, including without limitation obligations under applicable regulation or law.


 


(i) The Warrant Agent shall not
be accountable or under any duty or responsibility for the use by the Company of any Warrants authenticated by the Warrant Agent and delivered
by it to the Company pursuant to this Warrant Agreement or for the application by the Company of the proceeds of the issue and sale, or
exercise, of the Warrants.


 


(j) The Warrant Agent shall act
hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions hereof (and no duties or
obligations shall be inferred or implied). The Warrant Agent shall not assume any obligations or relationship of agency or trust with
any of the owners or holders of the Warrants.


 


(k) The Warrant Agent may rely
on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an “eligible guarantor
institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature
guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation
or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed.


 


(l) In the event the Warrant Agent
believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper
or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain from taking any action, and
shall be fully protected and shall not be liable in any way to Company, the holder of any Warrant Certificate or Book-Entry Warrant Certificate
or any other Person for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company
which eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent.


 






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(m) Notwithstanding anything contained
herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Warrant Agreement with respect to, arising
from, or arising in connection with this Warrant Agreement, or from all services provided or omitted to be provided under this Warrant
Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company
to the Warrant Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding
the event for which recovery from the Warrant Agent is being sought. Neither party to this Warrant Agreement shall be liable to the other
party for any consequential, indirect, special, punitive or incidental damages under any provisions of this Warrant Agreement or for any
consequential, indirect, punitive, special or incidental damages arising out of any act or failure to act hereunder even if that party
has been advised of or has foreseen the possibility or likelihood of such damages.


 


		7.5.	Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Warrant Agreement
and agrees to perform the same upon the express terms and conditions herein set forth and, among other things, shall account promptly
to the Company with respect to Warrants exercised and concurrently account for, and forward to the Company all moneys received for warrant
exercises in a given month by the 5th Business Day of the following month by wire transfer to an account designated by the Company.



 


		7.6.	Survival. The Warrant Agent’s indemnities, immunities and protections provided by this Section 7
shall survive the resignation or discharge of the Warrant Agent or the termination of this Warrant Agreement.



 


		8.	Miscellaneous Provisions.



 


		8.1.	Successors. All the covenants and provisions of this Warrant Agreement by or for the benefit of
the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.



 






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		8.2.	Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made
by the Warrant Agent or by the Registered Holder of any Warrant to or on the Company shall be delivered by hand or sent by registered
or certified mail or overnight courier service, addressed (until another address is filed in writing by the Company with the Warrant Agent)
as follows:



 


Direct Digital Holdings, Inc.


1233 West Loop South, Suite 1170


Houston, TX 77027


Attention: Chairman and Chief Executive Officer


 


Any notice, statement or demand authorized
by this Warrant Agreement to be given or made by the Registered Holder of any Warrant or by the Company to or on the Warrant Agent shall
be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:


 


American Stock Transfer & Trust Company,
LLC

6201 15th Avenue 


Brooklyn,
NY 11219

Attn:       Corporate Actions


 


With a copy to:


 


American Stock Transfer & Trust Company,
LLC

48 Wall Street, 22nd Floor


New
York, NY 10005

Attn:     Legal Department


Email: legalteamAST@astfinancial.com


 


Any notice, sent by the Warrant Agent
pursuant to this Warrant Agreement shall be effective when sent. Any other notice sent pursuant to this Warrant Agreement shall be effective,
if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the next Business Day
of the delivery to the courier, and if sent by registered or certified mail on the third day after registration or certification thereof.


 


		8.3.	Applicable Law. The validity, interpretation, and performance of this Warrant Agreement and of
the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws. The Company
and the Warrant Agent hereby agree that any action, proceeding or claim against either of them arising out of or relating in any way to
this Warrant Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the
Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company and the
Warrant Agent hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding
the foregoing, however, the foregoing exclusive forum provision will not apply to suits brought to enforce any liability or duty of the
Company created by the Act, and the rules and regulations promulgated thereunder, the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder or any other claim for which the federal courts have exclusive jurisdiction.
Any such process or summons to be served upon the Company or the Warrant Agent may be served by transmitting a copy thereof by registered
or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8.2. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company and the Warrant Agent in any action, proceeding
or claim.



 






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		8.4.	Persons Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed
and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any
Person other than the parties hereto and the Registered Holders of the Warrants and, for the purposes of Sections 6.4, 8.2
and 8.8, any underwriter of the Public Offering, any right, remedy, or claim under or by reason of this Warrant Agreement or of
any covenant, condition, stipulation, promise, or agreement hereof. The underwriters of the Public Offering shall be deemed to be a third-party
beneficiary of this Warrant Agreement with respect to Sections 6.4, 8.2 and 8.8. All covenants, conditions, stipulations,
promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto (and the
underwriters of the Public Offering with respect to the Sections 6.4, 8.2 and 8.8) and its successors and assigns
and of the Registered Holders of the Warrants.



 


		8.5.	Examination of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all
reasonable times at the office of the Warrant Agent for inspection by the Registered Holder of any Warrant. The Warrant Agent may require
any such Registered Holder to submit his, her or its Warrant for inspection.



 


		8.6.	Counterparts; Facsimile Signatures. This Warrant Agreement may be executed in any number of counterparts,
and each of such counterparts shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute
one and the same instrument. Facsimile or electronic signatures shall constitute original signatures for all purposes of this Warrant
Agreement and shall have the same authority, effect and enforceability as an original signature.



 


		8.7.	Effect of Headings. The section headings herein are for convenience only and are not part of this
Warrant Agreement and shall not affect the interpretation thereof



 


		8.8.	Amendments. This Warrant Agreement and any Warrant Certificate may be amended by the parties hereto
by executing a supplemental warrant agreement (a “Supplemental Agreement”), without the consent of any of the Warrant
holders, for the purpose of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein,
or making any other provisions with respect to matters or questions arising under this Warrant Agreement that is not inconsistent with
the provisions of this Warrant Agreement or the Warrant Certificates, (ii) evidencing the succession of another entity to the Company
and the assumption by any such successor of the covenants of the Company contained in this Warrant Agreement and the Warrants, (iii) evidencing
and providing for the acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv) adding to the covenants
of the Company for the benefit of the Registered Holders or surrendering any right or power conferred upon the Company under this Warrant
Agreement, or (v) amending this Warrant Agreement and the Warrants in any manner that the Company may deem to be necessary or desirable
and that will not adversely affect the interests of the Registered Holders in any material respect. All other modifications or amendments,
including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent of the Registered
Holders representing at least of 50.1% of the Warrant Shares issuable under the Warrants then outstanding. Notwithstanding the foregoing,
the Company may lower the Warrant Price or extend the duration of the Exercise Period in accordance with Sections 3.1 and 3.2,
respectively, without such consent. As a condition precedent to the Warrant Agent’s execution of any amendment, the Company shall
deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the proposed amendment is in
compliance with the terms of this Section 8.8.



 






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		8.9.	Severability. This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability
of any term or provision hereof shall not affect the validity or enforceability of this Warrant Agreement or of any other term or provision
hereof; provided, however, that if any such excluded term or provision shall adversely affect the rights,
immunities, liabilities, duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled to resign immediately upon written
notice to the Company. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there
shall be added as a part of this Warrant Agreement a provision as similar in terms to such invalid or unenforceable provision as may be
possible and be valid and enforceable.



 


		8.10.	Business Day. For purposes of this Warrant Agreement, a “Business Day” is any
day other than a Saturday, Sunday or a day on which commercial banks in The City of New York are authorized or required by law to remain
closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so
long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are
open for use by customers on such day.



 


		8.11.	Bank Accounts. All funds received by the Warrant Agent under this Warrant Agreement that are to
be distributed or applied by the Warrant Agent in the performance of its services hereunder (the “Funds”) shall be
held by the Warrant Agent as agent for the Company and deposited in one or more bank accounts to be maintained by Warrant Agent in its
name as agent for the Company. Until paid pursuant to the terms of this Warrant Agreement, the Warrant Agent will hold the Funds through
such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment
grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating)
(each as reported by Bloomberg Finance L.P.). The Warrant Agent shall have no responsibility or liability for any diminution of the Funds
that may result from any deposit made by the Warrant Agent in accordance with this paragraph, including any losses resulting from a default
by any bank, financial institution or other third party. The Warrant Agent may from time to time receive interest, dividends or other
earnings in connection with such deposits. The Warrant Agent shall not be obligated to pay such interest, dividends or earnings to the
Company, any holder of Warrants or any other party.



 






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		8.12.	Force Majeure. Notwithstanding anything to the contrary contained herein, the Warrant Agent will
not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation,
acts of God, pandemics, epidemics, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer
facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties,
war, or civil unrest.



 


		8.13.	Entire Agreement. This Agreement contains the entire agreement and understanding among the parties
hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms
hereof control and supersede any provision in the Warrant Certificate concerning the duties, obligations and immunities of the Warrant
Agent.



 


[SIGNATURE PAGE FOLLOWS]


 




    18


     


    


 


IN WITNESS WHEREOF, this Warrant Agreement has
been duly executed by the parties hereto as of the day and year first above written.


 


	 	

    DIRECT DIGITAL HOLDINGS, INC.

	 	 
	 	By:	/s/
    Mark D. Walker
	 	Name:	Mark
    D. Walker
	 	Title:	Chairman and
    Chief Executive Officer


 


	 	
    

    AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

	 	 
	 	By:	/s/ Michael Legregin
	 	Name:	Michael Legregin
	 	Title:	Senior Vice President


 


[Signature Page to Warrant
Agent Agreement]


 




    


     


    


 


Exhibit A


Form of Warrant


 


(See attached.)


 




    


     


    






 





UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


Direct Digital Holdings, Inc.


Warrant to Purchase Common Shares


 


 


	Warrant
No.:    1	 	Warrant
CUSIP: 25461T113
	Number of Shares: 3,220,000	 	 






 


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


NOT EXERCISABLE AFTER FEBRUARY 15, 2027


 


DIRECT DIGITAL HOLDINGS, INC., a Delaware
corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Cede & Co., the registered holder hereof or
its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company,
at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Shares (including any Warrants
to Purchase Common Shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times
on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 3,220,000 (subject
to adjustment as provided herein) fully paid and non-assessable Common Shares (as defined below) (the “Warrant Shares”).
Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This
Warrant is a global certificate evidencing Warrants to Purchase Common Shares (the “Registered Warrants”) issued pursuant
to that certain Underwriting Agreement, dated as of February 10, 2022 (the “Applicable Date”), by and among the
Company and the underwriters referred to therein, as amended from time to time (the “Underwriting Agreement”) and (ii) the
Company’s Registration Statement on Form S-1 (File No. 333- 261059) (the “Registration Statement”).


 






    


     


    

 


1.               EXERCISE
OF WARRANT.


 


(a)            Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)),
this Warrant may be exercised by the Holder on any day on or after February 15, 2022 (an “Exercise Date”), in
whole or in part, by delivery (whether via facsimile, electronic mail or otherwise) of a written notice, (i) in the form attached
hereto as Exhibit A or (ii) via an electronic warrant exercise through the DTC system (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid,
the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied
by the number of Warrant Shares as to which this Warrant was so exercised (the “Aggregate Exercise Price”) in cash
or via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise
was made pursuant to a Registration Failure Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required
to deliver the original of this Warrant in order to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee
(or other type of guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of an Exercise Notice
with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance
of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice
for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery
of the Warrant Shares in accordance with the terms hereof. On or before the second (2nd) Trading Day following the date on
which the Holder has delivered an Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation
of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer
agent (the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process
such Exercise Notice in accordance with the terms herein. No later than 5:00 P.M., Eastern Time, on the second (2nd) Trading Day following
the date on which the Exercise Notice has been delivered to the Company (or such earlier date as required pursuant to the 1934 Act or
other applicable law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise
Date), the Company shall (i) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”)
Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Common Shares 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
at Custodian system, or (ii) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, upon
the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a
certificate, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled
pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant
Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as
the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the
number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired
upon an exercise and upon surrender of this Warrant to the Company by the Holder, then, at the request of the Holder, the Company shall
as soon as practicable and in no event later than two (2) Business Days after any exercise and at its own expense, issue and deliver
to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number
of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to
which this Warrant is exercised. No fractional Common Shares are to be issued upon the exercise of this Warrant, but rather any fractional
shares will be disregarded and an amount in cash equal to the fractional amount multiplied by the Exercise Price will be paid to the
Holder. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense
in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares
shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that in the event Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise
shall be accompanied by an assignment form duly executed by the Holder and the Company may require, as a condition thereto, the payment
of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for
same-day processing of any election to purchase and all fees to DTC (or another established clearing corporation performing similar functions)
required for same-day electronic delivery of the Warrant Shares. Notwithstanding the foregoing, the Company shall deliver Warrant Shares
to the Holder on or prior to the earlier of (A) two (2) Trading Days after receipt of the applicable Exercise Notice (or such
earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such
Warrant Shares initiated on the applicable Exercise Date) and (B) two (2) Trading Days after the Company’s receipt of
the Aggregate Exercise Price (or valid notice of a Registration Failure Cashless Exercise) (such later date, the “Share Delivery
Date”). From the Issuance Date through and including the Expiration Date, the Company shall maintain a transfer agent that
participates in the DTC’s Fast Automated Securities Transfer Program.


 






    2


     


    

 


(b)            Exercise
Price. For purposes of this Warrant, “Exercise Price” means $5.50 per Warrant Share, subject to adjustment as provided
herein.


 


(c)            Company’s
Failure to Timely Deliver Securities. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to an
election to purchase by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,
for each $1,000 of Warrant Shares subject to such exercise (based on the closing price of the Common Shares on the date of the applicable
Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin
to accrue) for each Trading Day after such Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.
The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding
and exercisable. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit
to the Holder the Warrant Shares in accordance with the provisions of Section 1(a) above pursuant to an exercise on or
before the Exercise Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise)
or the Holder’s brokerage firm otherwise purchases, Common Shares to deliver in satisfaction of a sale by the Holder of the Warrant
Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay
in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions,
if any) for the Common Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that
the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell
order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of
the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed
rescinded) or deliver to the Holder the number of Common Shares that would have been issued had the Company timely complied with its exercise
and delivery obligations hereunder. For example, if the Holder purchases Common Shares having a total purchase price of $11,000 to cover
a Buy-In with respect to an attempted exercise of Common Shares with an aggregate sale price giving rise to such purchase obligation of
$10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The
Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request
of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely deliver Common Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 






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(d)            Registration
Failure Cashless Exercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below),
if at the time of exercise hereof the Registration Statement is not effective (or the prospectus contained therein is not available for
use) for the issuance of all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in
part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate
Exercise Price, elect instead to receive upon such exercise the “Net Number” of Warrant Shares determined according to the
following formula (a “Registration Failure Cashless Exercise”):


 


(A – B) (X) divided by (A), where:


 


	A=	
    the last VWAP immediately preceding the date of exercise giving rise
    to the applicable “cashless exercise”, as set forth in the applicable Exercise Notice (to clarify, the “last VWAP”
    will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the
    principal trading market for the Common Shares is open, the prior Trading Day’s VWAP shall be used in this calculation);

    

	 	 
	B =	
    the Exercise Price then in effect for the applicable Warrant Shares
    at the time of such exercise; and

    

	 	 
	X =	the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a Registration Failure Cashless Exercise.


 


If the Warrant Shares are issued in a Registration Failure Cashless
Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares take
on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the 1933 Act,
as in effect on the Applicable Date, it is intended that the Warrant Shares issued in a Registration Failure Cashless Exercise shall be
deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date
this Warrant was originally issued pursuant to the Underwriting Agreement. The Company agrees to not take any position contrary to this
Section 1(d).


 






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(e)            Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares to
be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed
and resolve such dispute in accordance with Section 13.


 


(f)             Limitations
on Exercises. The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to
exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void
and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution
Parties collectively would beneficially own in excess of 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%)
(the “Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such exercise. For purposes
of the foregoing sentence, the aggregate number of Common Shares beneficially owned by the Holder and the other Attribution Parties shall
include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon
exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude Common Shares which
would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any
of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including other Registered
Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous
to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall
be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common
Shares the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number
of outstanding Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report
on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public
announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number
of Common Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice
from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the
Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such Exercise
Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed
the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise
Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably
practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at
any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing
or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares
shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder
and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance
of Common Shares to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially
own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of
the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial
ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled
ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the
issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder
for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase
not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other
percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage
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 and the other Attribution Parties and not to any other holder of Registered Warrants
that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Warrant
in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes
of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this
paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination
of exercisability. 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(f) to the extent necessary to correct this paragraph or any portion of this paragraph
which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f) or
to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph
may not be waived and shall apply to a successor holder of this Warrant.


 






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2.              ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 2.


 


(a)            Stock
Dividends and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the Issuance
Date, (i) pays a stock dividend on one or more classes of its then outstanding Common Shares or otherwise makes a distribution on
any class of capital stock that is payable in Common Shares, (ii) subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its then outstanding Common Shares into a larger number of shares or (iii) combines (by combination,
reverse stock split or otherwise) one or more classes of its then outstanding Common Shares into a smaller number of shares, then in each
such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares outstanding
immediately before such event and of which the denominator shall be the number of Common Shares outstanding immediately after such event.
Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or
(iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.


 






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(b)            Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 2, the number of
Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such
adjustment the Aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the Aggregate
Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).


 


(c)            Other
Events. In the event that the Company (or any Subsidiary (as defined in the Underwriting Agreement)) shall take any action to which
the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or 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, phantom stock rights or other rights with equity features),
then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment in the Exercise Price
and the number of Warrant Shares (if applicable) 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 Warrant Shares as otherwise determined
pursuant to this Section 2, provided further that if the Holder does not accept such adjustments as appropriately protecting
its interests hereunder against such dilution, then the Company’s board of directors and the Holder shall agree, in good faith,
upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall
be final and binding absent manifest error and whose fees and expenses shall be borne by the Company.


 


(d)            Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a
share, as applicable. The number of Common Shares outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issuance or sale of Common Shares.


 


(e)            Voluntary
Adjustment By Company. The Company may at any time during the term of this Warrant, subject to any required prior consent of the Principal
Market (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions), with the
prior written consent of the holders of a majority of the Registered Warrants then outstanding, 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.


 


3.              Rights
upon distribution of assets. In addition to any adjustments pursuant to Section 2
above, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders
of Common Shares, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities,
property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement,
scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant,
then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have
participated therein if the Holder had held the number of Common Shares acquirable upon complete exercise of this Warrant (without regard
to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before
the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of
Common Shares are to be determined for the participation in such Distribution (provided,
however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder
and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution
to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such Common Shares as a result of such Distribution
(and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit
of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties
exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared
or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had
been no such limitation).


 






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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 Shares (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 Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this
Warrant, including without limitation, the Maximum Percentage) 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 Common Shares are to be determined
for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right
to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be
entitled to beneficial ownership of such Common Shares as a result of such Purchase Right (and beneficial ownership) to the extent of
any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times,
if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which
time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or
on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).


 






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(b)            Fundamental
Transactions. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one
or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the
Company or another Person) is completed pursuant to which holders of Common Shares are permitted to sell, tender or exchange their shares
for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Shares, (iv) the
Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged
for other securities, cash or property (and if converted or exchanged for other voting securities of the Company or another entity, Persons
who are not holders of Common Shares prior to the conversion or exchange hold at least 50% of the voting securities of the successor or
acquiring corporation or of the Company, if it is the surviving corporation following the conversion or exchange) or (v) the Company,
directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of
Persons whereby such other Person or group acquires more than 50% of the outstanding Common Shares (not including any Common Shares 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
or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise
immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in
Section 1(f) on the exercise of this Warrant), the number of Common Shares or shares of common stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result
of such Fundamental Transaction by a holder of the number of Common Shares for which this Warrant is exercisable immediately prior to
such Fundamental Transaction (without regard to any limitation in Section 1(f) on the exercise of this Warrant) (together,
the “Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of
one Common Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall
be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.
If the Holder does not elect to receive the Alternate Consideration, the Company shall cause any successor entity in a Fundamental Transaction
in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the
Company under this Warrant in accordance with the provisions of this Section 4(b) pursuant to written agreements prior
to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security
of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable
for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Common Shares
acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such
Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking
into account the relative value of the Common Shares pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such 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
Warrant 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 Warrant with the same effect as if such Successor Entity
had been named as the Company herein. For the avoidance of doubt, if, at any time while this Warrant is outstanding, a Fundamental Transaction
occurs, pursuant to the terms of this Section 4(b), the Holder shall not be entitled to receive more than one of (i) the
Alternate Consideration, or (ii) the assumption by the Successor Entity of all of the obligations of the Company under this Warrant
and the option to receive a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance
to this Warrant.


 






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(c)            Application.
The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and shall be applied
as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations on the exercise of
this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage, applied however
with respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon exercise of this Warrant (or any
such other warrant)).


 


5.               NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or other organizational
documents or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance 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 Warrant,
and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the Company (a) shall not increase the par value of any Common
Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, and (b) shall take all such actions
as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Common Shares
upon the exercise of this Warrant. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of
the Issuance Date, the Holder is not permitted to exercise this Warrant in full for any reason (other than pursuant to restrictions set
forth in Section 1(f) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without
limitation, obtaining such consents or approvals as necessary to permit such exercise into Common Shares.


 






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6.              WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder,
solely in its capacity as a holder of this Warrant, 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 Warrant be construed to confer upon the Holder, solely in
its capacity as the Holder of this Warrant, 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 Warrant
Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall
be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a
stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this
Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders
of the Company generally, contemporaneously with the giving thereof to the stockholders.


 


7.               REISSUANCE
OF WARRANTS.


 


(a)            Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the
Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than
the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d))
to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


(b)            Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall suffice as such evidence),
and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable
form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder
a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this
Warrant.


 


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


 


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


 






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8.               NOTICES.
(a) General. Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise Notice,
unless otherwise provided herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United
States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, electronic
mail or by facsimile or (b) from outside the United States, by International Federal Express, electronic mail or facsimile, and (ii) will
be deemed given (A) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so mailed,
(B) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (C) if delivered by
International Federal Express, two (2) Business Days after so mailed and (D) if delivered by electronic mail, when sent (provided
that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not promptly
receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient)
and (E) if delivered by facsimile, upon electronic confirmation of receipt of such facsimile, 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 772027


Attention: Chairman and Chief Executive Officer


 


		(ii)	if to the Holder, at such address or other contact information delivered by the Holder to Company or as
is on the books and records of the Company.



 


(b)            Required
Notices. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant (other than
the issuance of Common Shares upon exercise in accordance with the terms hereof), including in reasonable detail a description of such
action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately
upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation
of such adjustment(s), (ii) at least ten Trading Days prior to the date on which the Company closes its books or takes a record (A) with
respect to any dividend or distribution upon the Common Shares, (B) with respect to any grants, issuances or sales of any Options,
Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of Common Shares or (C) for
determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that
such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder, and (iii) at
least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. To the extent that any notice provided hereunder
constitutes, or contains, material, non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneously
file such notice with the SEC pursuant to a Current Report on Form 8-K. It is expressly understood and agreed that the time of execution
specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.


 






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9.              AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant (other than Section 1(f))
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 Holder. No waiver shall be effective unless it is in writing and signed by
an authorized representative of the waiving party.


 


10.             SEVERABILITY.
If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that
it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the
benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s).


 


11.             GOVERNING
LAW.


 


This
Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation
and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at its principal executive
office and agrees that such service shall constitute good and sufficient service of process and notice thereof. The Company hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing
contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company
in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security
for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. In addition, the foregoing exclusive
forum provision will not apply to suits brought by any Holder to enforce any liability or duty of the Company created by the 1933 Act,
the 1934 Act, or any other claim for which the federal courts have exclusive jurisdiction. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






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12.            CONSTRUCTION;
HEADINGS. This Warrant 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 Warrant are for convenience of reference and shall
not form part of, or affect the interpretation of, this Warrant.


 


13.            REMEDIES,
CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in
this Warrant shall be cumulative and in addition to all other remedies available under this Warrant, 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
and consequential damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder
that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided
for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder
and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The
Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at
law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the
holder of this Warrant shall be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary
and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of
proving actual damages and without posting a bond or other security. The Company shall provide all information and documentation to the
Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of
this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for
shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance
tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.


 


14.            PAYMENT
OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Warrant is placed in the hands of
an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the holder otherwise takes action
to collect amounts due under this Warrant or to enforce the provisions of this Warrant or (b) there occurs any bankruptcy, reorganization,
receivership of the company or other proceedings affecting company creditors’ rights and involving a claim under this Warrant, then
the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy,
reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.


 






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15.            TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.


 


16.            CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)            “1933
Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


(b)            “1934
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


(c)            “Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control
with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly
or indirectly either to vote 10% or more of the stock having voting power for the election of directors of such Person or direct or cause
the direction of the management and policies of such Person whether by contract or otherwise.


 


(d)            “Attribution
Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder
funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s
investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing,
(iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any
other Persons whose beneficial ownership of the Company’s Common Shares would or could be aggregated with the Holder’s and
the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to
subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.


 


(e)            “Bloomberg”
means Bloomberg, L.P.


 


(f)            “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.


 


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


 






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(h)            “Convertible
Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly
or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any Common
Shares.


 





(i)            “Eligible
Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the
Nasdaq Capital Market or the Principal Market.


 


(j)            “Expiration
Date” means the date that is the fifth anniversary of the Issuance Date or, if such date falls on a day other than a Business
Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date that is not a Holiday.


 


(k)            “Group”
means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.


 


(l)            “Options”
means any rights, warrants or options to subscribe for or purchase Common Shares or Convertible Securities.


 


(m)            “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.


 


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


 


(o)            “Principal
Market” means the Nasdaq Capital Market.


 


(p)            “SEC”
means the United States Securities and Exchange Commission or the successor thereto.


 


(q)            “Trading
Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Shares,
any day on which the Common Shares are traded on the Principal Market, or, if the Principal Market is not the principal trading market
for the Common Shares, then on the principal securities exchange or securities market on which the Common Shares are then traded, provided
that “Trading Day” shall not include any day on which the Common Shares are scheduled to trade on such exchange or market
for less than 4.5 hours or any day that the Common Shares are 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) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with
respect to all determinations other than price determinations relating to the Common Shares, any day on which The New York Stock Exchange
(or any successor thereto) is open for trading of securities.


 






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(r)            “VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the
Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market
on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York
time, as reported by Bloomberg through its “HP” function (set to weighted average) 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, and ending at 4:00:00 p.m., New York time, 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”
by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing
bases, the VWAP 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 in accordance
with the procedures in Section 13. All such determinations shall be appropriately adjusted for any stock dividend, stock split,
stock combination, recapitalization or other similar transaction during such period.


 


[signature page follows]


 




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


 


	 	DIRECT DIGITAL HOLDINGS, INC.
	 	 
	 	By:	                    
	 	Name:
	 	Title:




 


[Signature Page to Warrant
to Purchase Common Shares]


 




    


     


    


 





EXHIBIT A


 


EXERCISE NOTICE


TO BE EXECUTED BY THE
REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON SHARES


DIRECT DIGITAL HOLDINGS, INC.


 


The
undersigned holder hereby exercises the right to purchase _________________ Common Shares (“Warrant Shares”)
of Direct Digital Holdings, Inc., a Delaware corporation (the “Company”), evidenced by Warrant to Purchase Common
Shares No. _______ (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.


 


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


 


____________ a “Cash Exercise”
with respect to _________________ Warrant Shares; and/or


 


____________ a “Cashless Exercise”
with respect to _________________ Warrant Shares by the cancellation of such number of Warrant Shares as is necessary, in accordance with
the formula set forth in Section 1(d), to exercise this Warrant with respect to the above number of Warrant Shares purchasable pursuant
to the cashless exercise procedure set forth in Section 1(d).


 


2. Payment of Exercise Price. In the event
that the Holder has elected a Cash Exercise with respect to the Warrant Shares 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 Warrant.


 


3. Delivery of Warrant Shares. The Company
shall deliver to Holder, or its designee or agent as specified below, __________ Warrant Shares in accordance with the terms of the Warrant.
Delivery shall be made to Holder, or for its benefit, as follows:


 


 ̈  Check here if requesting delivery as a certificate
to the following name and to the following address:


 


 


	Issued to:	 
	 	 
	 	 









 


   ̈   Check here if requesting delivery by Deposit/Withdrawal
at Custodian as follows:


 





	DTC Participant:	 
	DTC Number:	 
	Account Number:	 
	Date: __________ __,	 






 








	Name of Registered Holder	 



 


	By:	 	 
	Name:	 
	Title:	 



 








	Tax ID:	 	 









	Facsimile:	 	 





	E-mail Address:	 	 



 




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EXHIBIT B


 





ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of Common
Shares in accordance with the Transfer Agent Instructions dated _________, 20__, from the Company and acknowledged and agreed to by _______________.


 


	 	DIRECT DIGITAL HOLDINGS, INC.
	 	 
	 	By:	                  
	 	Name:
	 	Title:




 






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