Exhibit 4.3


 


[FACE]


 


Date:_______________


 


Number ________


 


________ Warrants


 


THIS WARRANT SHALL BE VOID
IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


AULT DISRUPTIVE TECHNOLOGIES
CORPORATION


Incorporated under the laws of
the State of Delaware


 


CUSIP _______________


 


Warrant Certificate


 


This Warrant Certificate certifies
that [______________], or registered assigns, is the registered holder of [____________] warrant(s) (the “Warrants”
and each, a “Warrant”) to purchase shares of common stock, par value $0.001 per share (“Common Stock”),
of Ault Disruptive Technologies Corporation, a Delaware corporation (the “Company”). Each whole Warrant entitles the
holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number
of fully paid and nonassessable shares of Common Stock as set forth below, at the exercise price (the “Warrant Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in
the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at
the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and nonassessable share of Common Stock. No fractional shares shall be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company
shall, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder.
The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events
as set forth in the Warrant Agreement.


 


The initial Warrant Price
per share of Common Stock for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth
in the Warrant Agreement.


 


Reference is hereby made to
the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.


 


This Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall
be governed in all respects by the laws of the State of New York.


 


	 	AULT DISRUPTIVE TECHNOLOGIES CORPORATION
	 	 
	 	By:	 

	 	 	Name:	 
	 	 	Title:	 


 


	 	
    CONTINENTAL STOCK TRANSFER

    & TRUST COMPANY, as Warrant Agent

	 	 
	 	By:	 

	 	 	Name:	 
	 	 	Title:	 


 






    	 	 	 



    	 



    

 


[Form of Warrant Certificate]


 


[Reverse side]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [ ] shares of Common
Stock and are issued or to be issued pursuant to a Warrant Agreement, dated as of [•], 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant
agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the respective rights, limitation of rights, obligations, duties and indemnities
thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning
the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder
hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings
given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the corporate trust department of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or such holder’s assignee, a new Warrant Certificate evidencing the number of Warrants not
exercised.


 


Notwithstanding anything else
in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement.
In addition, and notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, to the extent that the holder of
a Warrant has delivered a notice contemplated by subsection 3.3.5 of the Warrant Agreement, neither the Company nor the Warrant Agent
shall issue to holder, and holder may not acquire, any right it might have to acquire, a number of shares of Common Stock upon exercise
of any Warrant to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by holder would exceed
the Maximum Percentage of shares of Common Stock outstanding immediately after giving effect to such exercise as determined in accordance
with subsection 3.3.5 of the Warrant Agreement.


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the
face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive
a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of
Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when
surrendered at the corporate trust department of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.


 


Upon due presentation for
registration of transfer of this Warrant Certificate at the corporate trust department of the Warrant Agent a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax
or other governmental charge imposed in connection therewith.


 


The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 






    	 	 	 



    	 



    

 


Election to Purchase


(To Be Executed Upon Exercise
of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive [_____] shares of Common Stock and herewith tenders
payment for such shares of Common Stock to the order of Ault Disruptive Technologies Corporation (the “Company”) in
the amount of $[_____________] in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common
Stock be registered in the name of [_____________], whose address is [__________________________________] and that such shares of Common
Stock be delivered to [______________], whose address is [__________________________________]. If such number of shares of Common Stock
listed above is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares of Common Stock be registered in the name of [___________________], whose address is
[__________________________________] and that such Warrant Certificate be delivered to [_______________], whose address is [__________________________________].


 


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and the Company has required cashless exercise
pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant
is to be exercised on a “cashless basis” pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Common
Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that
this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for
such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares
of Common Stock. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder (after
giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of
such shares of Common Stock be registered in the name of [________________], whose address is [__________________________________] and
that such Warrant Certificate be delivered to [________________], whose address is [__________________________________].


 


By signing this Election to
Purchase, the undersigned hereby certifies that such election will not result in the undersigned beneficially owning shares of Common
Stock in excess of the 9.8% Cap outlined in Section 3.3.5 of the Warrant Agreement.


 


[To be included in any Election
to Purchase of a holder who has provided the notice set forth in subsection 3.3.5 of the Warrant Agreement.


 


By signing this Election to
Purchase, the undersigned hereby certifies that, upon after giving effect to such exercise, the undersigned (together with such person’s
affiliates) or any “group” of which the holder or such holder’s affiliates is a member, would not beneficially own in
excess of the Maximum Percentage of the shares of Common Stock outstanding immediately after giving effect to such exercise as determined
in accordance with subsection 3.3.5 of the Warrant Agreement.]


 


 


[Signature Page Follows]


 






    	 	 	 



    	 



    




 


	Date: ____________, 20___	 
		Signature
	 	 
	 	 
	 	 
	 	 
	 	
	 	 (Address)
	 	 
	 	 
	 	 
	 	(Tax Identification Number)


 


 


Signature Guaranteed:


 


	 	 


 


THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR
RULE)).