EXHIBIT 4.2


 


Warrant Certificate No. ___


 


NEITHER THE SECURITIES REPRESENTED BY THIS
CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN
MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY
RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT
SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.


 


	Effective Date: ______________ ___, 2012	Void After: ______________ ___, 2015


 


RACKWISE, INC.


 


WARRANTS TO PURCHASE COMMON STOCK


 


Rackwise, Inc., a Nevada
corporation (the “Company”), for value received on ______________ ___, 2012 (the “Effective Date”), hereby
issues to [ ] (the “Holder” or “Warrant Holder”) [ ] Warrants (collectively, the “Warrant”)
to purchase an aggregate of [ ] full shares, (each such share as from time to time adjusted as hereinafter provided being a “Warrant
Share” and all such shares being the “Warrant Shares”) of the Company’s Common Stock (as defined below),
at the Exercise Price (as defined below), as adjusted from time to time as provided herein, on or before ______________ ___, 2015
(the “Expiration Date”), all subject to the following terms and conditions. This Warrant is one of a series of warrants
of like tenor that have been issued in connection with the Company’s private offering (the “Offering”), solely
to accredited investors and/or non-U.S. investors, of Notes in accordance with, and subject to, the terms and conditions described
in the Securities Purchase Agreement of the Company dated ______________ ___, 2012, as the same may be amended and supplemented
from time to time (the “Securities Purchase Agreement”).


 


As used in this Warrant,
(i) “Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in the City
of New York, New York, are authorized or required by law or executive order to close; (ii) “Common Stock” means the
common stock of the Company, par value $0.0001 per share, including any securities issued or issuable with respect thereto or into
which or for which such shares may be exchanged for, or converted into, pursuant to any stock dividend, stock split, stock combination,
recapitalization, reclassification, reorganization or other similar event; (iii) “Exercise Price” means, per full share
of Common Stock, subject to adjustment as provided herein, (a) the average of the daily volume weighted average prices, as quoted
on the primary national or regional stock exchange on which the Common Stock is listed, or, if not listed, the OTC Bulletin Board
if quoted thereon or reported in the “Pink Sheets” published by the National Quotation Bureau Incorporated (or a similar
organization or agency succeeding to its functions of reporting prices) (as applicable), for the twenty (20) consecutive Trading
Days immediately preceding the applicable date of the exercise of this Warrant, as proportionately adjusted to reflect any stock
splits, stock dividends, combination of shares or like events, or (b) if the Common Stock is not publicly traded as set forth above,
as reasonably and in good faith determined by the Board of Directors of the Company as of the applicable date of the exercise of
this Warrant; (iv) “Trading Day” means any day on which the Common Stock is traded (or available for trading) on its
principal trading market; (v) “Affiliate” means any person that, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, a person, as such terms are used and construed in Rule 144 promulgated
under the Securities Act of 1933, as amended (the “Securities Act”) and (vi) “Warrantholders” means the
holders of Warrants issued pursuant to the Securities Purchase Agreement.


 



    	 



    	 



    

 


1.           DURATION
AND EXERCISE OF WARRANTS


 


(a)          Exercise
Period. The Holder may exercise this Warrant in whole or in part on any Business Day on or before 5:00 P.M., Eastern Time,
on the Expiration Date, at which time this Warrant shall become void and of no value.


 


(b)          Exercise
Procedures.


 


(i)          While
this Warrant remains outstanding and exercisable in accordance with Section 1(a), in addition to the manner set forth in Section
1(b)(ii) below, the Holder may exercise this Warrant in whole or in part at any time and from time to time by:


 


(A)         delivery
to the Company of a duly executed copy of the Notice of Exercise attached as Exhibit A;


 


(B)         surrender
of this Warrant to the Secretary of the Company at its principal offices or at such other office or agency as the Company may specify
in writing to the Holder; and


 


(C)         payment
of the then-applicable Exercise Price per full share multiplied by the number of Warrant Shares being purchased upon exercise of
the Warrant (such amount, the “Aggregate Exercise Price”) made in the form of cash, or by certified check, bank draft
or money order payable in lawful money of the United States of America.


 


(ii)         In
addition to the provisions of Section 1(b)(i) above, any time after the first anniversary of the Effective Date, the Holder may,
in its sole discretion, exercise all or any part of the Warrant in a “cashless” or “net-issue” exercise
(a “Cashless Exercise”) by delivering to the Company (1) the Notice of Exercise and (2) the original Warrant, pursuant
to which the Holder shall surrender the right to receive upon exercise of this Warrant, a number of Warrant Shares having a value
(as determined below) equal to the Aggregate Exercise Price, in which case, the number of Warrant Shares to be issued to the Holder
upon such exercise shall be calculated using the following formula:


 





	 	X	=	Y * (A - B)
	 	 	 	       A





	 	with:	X =	the number of Warrant Shares to be issued to the Holder
	 	 	 	 
	 	 	Y =	the number of Warrant Shares with respect to which the Warrant is being exercised
	 	 	 	 
	 	 	A =	the fair value per share of Common Stock on the date of exercise of this Warrant
	 	 	 	 
	 	 	B =	the then-current Exercise Price of the Warrant


 



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Solely for the purposes
of this paragraph, “fair value” per share of Common Stock shall mean the average Closing Price (as defined below) per
share of Common Stock for the twenty (20) trading days immediately preceding the date on which the Notice of Exercise is deemed
to have been sent to the Company. “Closing Price” means, for any date, the price determined by the first of the following
clauses that applies: (a) if the Common Stock is then listed or quoted on the New York Stock Exchange, the American Stock Exchange,
the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market or any other national securities exchange,
the closing price per share of the Common Stock for such date (or the nearest preceding date) on the primary eligible market or
exchange on which the Common Stock is then listed or quoted; (b) if prices for the Common Stock are then quoted on the OTC Bulletin
Board, the closing bid price per share of the Common Stock for such date (or the nearest preceding date) so quoted; or (c) if prices
for the Common Stock are then reported in the “Pink Sheets” published by the National Quotation Bureau Incorporated
(or a similar organization or agency succeeding to its functions of reporting prices), the most recent closing bid price per share
of the Common Stock so reported. If the Common Stock is not publicly traded as set forth above, the “fair value” per
share of Common Stock shall be reasonably and in good faith determined by the Board of Directors of the Company as of the date
which the Notice of Exercise is deemed to have been sent to the Company.


 


For purposes of Rule
144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such shares shall be deemed
to have commenced, on the date this Warrant was originally issued.


 


(iii)        Upon
the exercise of this Warrant in compliance with the provisions of this Section 1(b), the Company shall promptly issue and cause
to be delivered to the Holder a certificate for the Warrant Shares purchased by the Holder. Each exercise of this Warrant shall
be effective immediately prior to the close of business on the date (the “Date of Exercise”) that the conditions set
forth in Section 1(b) have been satisfied, as the case may be. On the first Business Day following the date on which the Company
has received each of the properly completed Notice of Exercise and the Aggregate Exercise Price in cleared funds (the “Exercise
Delivery Documents”), the Company shall transmit an acknowledgment of receipt of the Exercise Delivery Documents to the Company’s
transfer agent (the “Transfer Agent”). On or before the fifth Business Day following the date on which the Company
has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall use its best efforts
to cause its transfer agent to issue and dispatch by certified or registered mail or overnight courier (at the Holder’s cost)
to the address as specified in the Notice of Exercise, a certificate, registered in the Company’s share register in the name
of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise.


 


(c)          Partial
Exercise. This Warrant shall be exercisable, either in its entirety or, from time to time, for part only of the number of Warrant
Shares referenced by this Warrant. If this Warrant is submitted in connection with any exercise pursuant to Section 1 and the number
of Warrant Shares represented by this Warrant submitted for exercise is greater than the actual number of Warrant Shares being
acquired upon such an exercise, then the Company shall as soon as practicable and in no event later than five (5) Business Days
after any exercise and at its own expense, issue a new Warrant of like tenor 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.


 


(d)          Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, 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 16.


 


2.           ISSUANCE
OF WARRANT SHARES


 


(a)          The
Company covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be (i) duly authorized,
fully paid and non-assessable, and (ii) free from all liens, charges and security interests, with the exception of claims arising
through the acts or omissions of any Holder and except as arising from applicable Federal and state securities laws.


 



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(b)          The
Company shall register this Warrant upon records to be maintained by the Company for that purpose in the name of the record holder
of such Warrant from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner thereof
for the purpose of any exercise thereof, any distribution to the Holder thereof and for all other purposes.


 


(c)          The
Company will not, by amendment of its certificate of incorporation, by-laws or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist
in the carrying out of all the provisions of this Warrant and in the taking of all action necessary or appropriate in order to
protect the rights of the Holder to exercise this Warrant, or against impairment of such rights.


 


3.           ADJUSTMENTS
OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT SHARES


 


(a)          The
Exercise Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time
to time upon the occurrence of certain events described in this Section 3; provided, that notwithstanding the provisions of this
Section 3, the Company shall not be required to make any adjustment if and to the extent that such adjustment would require the
Company to issue a number of shares of Common Stock in excess of its authorized but unissued shares of Common Stock, less all amounts
of Common Stock that have been reserved for issue upon the conversion of all outstanding securities convertible into shares of
Common Stock and the exercise of all outstanding options, warrants and other rights exercisable for shares of Common Stock. If
the Company does not have the requisite number of authorized but unissued shares of Common Stock to make any adjustment, the Company
shall use its commercially best efforts to obtain the necessary stockholder consent to increase the authorized number of shares
of Common Stock to make such an adjustment pursuant to this Section 3.


 


(i)          Subdivision
or Combination of Stock. In case the Company shall at any time subdivide (whether by way of stock dividend, stock split or
otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior
to such subdivision shall be proportionately reduced and the number of Warrant Shares shall be proportionately increased, and conversely,
in case the outstanding shares of Common Stock of the Company shall be combined (whether by way of stock combination, reverse stock
split or otherwise) into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Shares shall be proportionately decreased. The Exercise Price and the Warrant
Shares, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in
this Section 3(a)(i).


 


(ii)         Reorganization,
Reclassification, Consolidation, Merger or Sale.


 


(A)         If
any recapitalization, reclassification or reorganization of the capital stock of the Company, or any consolidation or merger of
the Company with another corporation, or the sale of all or substantially all of its assets or other transaction shall be effected
in such a way that there is no “Change of Control” of the Company (as hereafter defined) and holders of Common Stock
shall be entitled to receive stock, securities, or other assets or property in exchange for their Common Stock (an “Organic
Change”), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby
the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant) such shares of
stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable assuming
the full exercise of the rights represented by this Warrant. In the event of any Organic Change, appropriate provision shall be
made by the Company with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof
(including, without limitation, registration rights) shall thereafter be applicable, in relation to any shares of stock or securities
thereafter deliverable upon the exercise hereof. The Company will not effect any such Organic Change unless, prior to the consummation
thereof, the successor corporation (if other than the Company) resulting from such Organic Change purchasing such assets shall
assume by written instrument reasonably satisfactory in form and substance to the Majority Holders executed and mailed or delivered
to the registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation to deliver
to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled
to purchase.


 



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(B)         If
any recapitalization, reclassification or reorganization of the capital stock of the Company, or any consolidation or merger of
the Company with another corporation, or the sale of all or substantially all of its assets or other transaction shall be effected
in such a way that there is a “Change of Control” of the Company (as hereafter defined) and holders of Common Stock
shall be entitled to receive stock, securities, or other assets or property in exchange for their Common Stock (a “Control
Change”), then, the Holder shall be required to accept the net value of the Warrant (the fair market value less the exercise
price) in exchange for the cancellation of the Warrant. Such consideration shall be paid to the Holder at the same time as the
consideration from the Control Change is paid to the holders of the Company’s Common Stock. As a condition of such Control
Change, the Company shall be required to comply with subsection (C) below. “Change of Control” shall mean (i) the acquisition
by any person or group (as that term is defined in the Act and the rules promulgated thereunder) in a single transaction or a series
of transactions of 30% or more in voting power of the Common Stock of the Company; (ii) a sale of substantially all of the assets
of the Company to an entity that is not a subsidiary or the Company; (iii) a merger, consolidation or reorganization involving
the Company, following which the current stockholders of the Company as of the date hereof (the “Current Stockholders”)
will not have voting power with respect to at least 50% of the voting securities entitled to vote generally in the election of
directors of the surviving entity; or (iv) the consummation of a sale by the Current Stockholders to a third party (the “Acquiring
Party”) of some or all of the shares of Common Stock held by the Current Stockholders, which sale results in the Current
Stockholders having voting power with respect to less than 50% of the voting securities entitled to vote in the election of directors
of the Company.


 


(C)         If
there is an Organic Change or a Control Change, then the Company shall cause to be mailed to the Holder at its last address as
it shall appear on the books and records of the Company, at least 10 calendar days before the effective date of the Organic Change
or the Control Change, a notice stating the date on which such Organic Change or Control Change is expected to become effective
or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their
shares for securities, cash, or other property delivered upon such Organic Change or Control Change; provided, that the failure
to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required
to be specified in such notice. The Holder is entitled to exercise this Warrant during the 10-day period commencing on the date
of such notice to the effective date of the event triggering such notice. In any event, the successor corporation (if other than
the Company) resulting from an Organic Change (but not from a Control Change) shall be deemed to assume such obligation to deliver
to such Holder such shares of stock, securities or assets even in the absence of a written instrument assuming such obligation
to the extent such assumption occurs by operation of law.


 


(iii)        Adjustment
of Exercise Price upon Consummation of Subsequent Offering. On or prior to the one (1) year anniversary of the Effective Date,
in the event the Company consummates a Subsequent Offering, the Exercise Price in effect immediately after such offering shall
automatically adjust to be equal to 150% of the Subsequent Offering Price. “Subsequent Offering” means the Company’s
sale of its equity (or any convertible) securities first sold after the date hereof yielding aggregate gross proceeds to the Company
of greater than $4,000,000. “Subsequent Offering Price” means the price per share of common stock (or the conversion
price of any security convertible into common stock) of the Company comprising or included in the units the Company sells in the
Subsequent Offering.


 



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(b)          Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 3, the Company at its expense
shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Holder of this Warrant
a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment
is based. The certificate shall also set forth the number of shares and the amount, if any, of other property which at the time
would be received upon the exercise of the Warrant.


 


(c)          Certain
Events. If any event occurs as to which the other provisions of this Section 3 are not strictly applicable but the lack of
any adjustment would not fairly protect the purchase rights of the Holder under this Warrant in accordance with the basic intent
and principles of such provisions, or if strictly applicable would not fairly protect the purchase rights of the Holder under this
Warrant in accordance with the basic intent and principles of such provisions, then the Company’s Board of Directors will,
in good faith, make an appropriate adjustment to protect the rights of the Holder; provided, that no such adjustment pursuant to
this Section 3(c) will increase the Exercise Price or decrease the number of Warrant Shares except as otherwise determined pursuant
to this Section 3.


 


(d)          Adjustment
of Exercise Price upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time prior to the
Expiration Date issue Additional Shares of Common Stock, as defined below, without consideration or for a consideration per share
less than the Exercise Price (as such amount may be adjusted just prior to such issue pursuant to this Section 3), then the Exercise
Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such
Exercise Price by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately
prior to such issue plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received
by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise Price; and (B)
the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number
of such Additional Shares of Common Stock so issued; provided that, (i) for the purpose of this Section 3(d), all shares of Common
Stock issuable upon conversion or exchange of convertible securities outstanding immediately prior to such issue shall be deemed
to be outstanding, and (ii) the number of shares of Common Stock deemed issuable upon conversion or exchange of such outstanding
convertible securities shall be determined without giving effect to any adjustments to the conversion or exchange price or conversion
or exchange rate of such convertible securities resulting from the issuance of Additional Shares of Common Stock that is the subject
of this calculation. For purposes of this Warrant, “Additional Shares of Common Stock” shall mean all shares of Common
Stock issued by the Company after the Effective Date (including without limitation any shares of Common Stock issuable upon conversion
or exchange of any convertible securities or upon exercise of any option or warrant, on an as-converted basis), other than: (i)
shares of Common Stock issued or issuable upon conversion or exchange of any convertible securities or exercise of any options
or warrants outstanding on the Effective Date; (ii) shares of Common Stock issued or issuable by reason of a dividend, stock split,
split-up or other distribution on shares of Common Stock that is covered by Sections 3(a) above; (iii) shares of Common Stock (or
options with respect thereto) issued or issuable to employees or directors of, or consultants to, the Company or any of its subsidiaries
pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company, including but not limited to, the
2011 Equity Incentive Plan described in the Company’s SEC Filings; (iv) any securities issued or issuable by the Company
pursuant to the Securities Purchase Agreement; (v) securities issued pursuant to acquisitions or strategic transactions approved
by a majority of disinterested directors of the Company, provided that any such issuance shall only be to a person which is, itself
or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company
receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and (vi) securities
issued to financial institutions, institutional investors or lessors in connection with credit arrangements, equipment financings
or similar transactions approved by a majority of disinterested directors of the Company. The provisions of this Section 3(d) shall
not operate to increase the Exercise Price. The provisions of this Section 3(d) shall not be applicable with respect to the Subsequent
Offering.


 



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Upon each adjustment
of the Exercise Price pursuant to the provisions of this Section 3(d), the number of Warrant Shares issuable upon exercise of this
Warrant shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product
so obtained by the adjusted Exercise Price.


 


4.           REDEMPTION
OF WARRANTS


 


(a)          General.
Prior to the Expiration Date, the Company shall have the option, in its sole discretion, subject to the conditions set forth herein,
to redeem all of the Warrants then outstanding upon not less than thirty (30) days nor more than sixty (60) days prior written
notice to the Warrant Holders at any time provided that, at the time of delivery of such notice (i) there is an effective registration
statement covering the resale of the Warrant Shares, (ii) the average closing bid price of the Company’s Common Stock for
each of the twenty (20) consecutive Trading Days prior to the date of the notice of redemption is at least 200% of the Exercise
Price, as proportionately adjusted to reflect any stock splits, stock dividends, combination of shares or like events; and (iii)
the average trading volume for the Company’s Common Stock is at least 100,000 shares per day during the twenty (20) consecutive
Trading Days prior to the date of the notice of redemption and that during such twenty (20) Trading Day period, there is not more
than one (1) Trading Day where there is no trading in the Company’s Common Stock.


 


(b)          Notice.
Notice of redemption will be effective upon mailing in accordance with this Section and such date may be referred to below as the
“Notice Date.” Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than
thirty (30) days prior to the date fixed for redemption to the Holders of the Warrants to be redeemed at their last addresses as
they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to
have been duly given whether or not the Holder received such notice.


 


(c)          Redemption
Date and Redemption Price. The notice of redemption shall state the date set for redemption, which date shall be not less than
thirty (30) days, or more than sixty (60) days, from the Notice Date (the “Redemption Date”). The Company shall not
mail the notice of redemption unless all funds necessary to pay for redemption of the Warrants to be redeemed shall have first
been set aside by the Company for the benefit of the Warrant Holders so as to be and continue to be available therefor. The redemption
price to be paid to the Warrant Holders will be $0.00001 for each share of Common Stock of the Company to which the Warrant Holder
would then be entitled upon exercise of the Warrant being redeemed, as adjusted from time to time as provided herein (the “Redemption
Price”).


 


(d)          Exercise.
Following the Notice Date, the Warrant Holders may exercise their Warrants in accordance with Section 1 of this Warrant between
the Notice Date and 5:00 p.m. Eastern Time on the Redemption Date and such exercise shall be timely if the form of election to
purchase duly executed and the Warrant Exercise Price for the shares of Common Stock to be purchased, in cleared funds, are actually
received by the Company at its principal offices prior to 5:00 p.m. Eastern Time on the Redemption Date.


 


(e)          Mailing.
If any Warrant Holder does not wish to exercise any Warrant being redeemed, he should mail such Warrant to the Company at its principal
offices after receiving the notice of redemption. On and after 5:00 p.m. Eastern Time on the Redemption Date, notwithstanding that
any Warrant subject to redemption shall not have been surrendered for redemption, the obligation evidenced by all Warrants not
surrendered for redemption or effectively exercised shall be deemed no longer outstanding, and all rights with respect thereto
shall forthwith cease and terminate, except only the right of the holder of each Warrant subject to redemption to receive the Redemption
Price for each share of Common Stock to which he would be entitled if he exercised the Warrant upon receiving notice of redemption
of the Warrant subject to redemption held by him.


 



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5.           TRANSFERS
AND EXCHANGES OF WARRANT AND WARRANT SHARES


 


(a)          Registration
of Transfers and Exchanges. Subject to Section 5(c), upon the Holder’s surrender of this Warrant, with a duly executed
copy of the Form of Assignment attached as Exhibit B, to the Secretary of the Company at its principal offices or at such
other office or agency as the Company may specify in writing to the Holder, the Company shall register the transfer of all or any
portion of this Warrant. Upon such registration of transfer, the Company shall issue a new Warrant, in substantially the form of
this Warrant, evidencing the acquisition rights transferred to the transferee and a new Warrant, in similar form, evidencing the
remaining acquisition rights not transferred, to the Holder requesting the transfer.


 


(b)          Warrant
Exchangeable for Different Denominations. The Holder may exchange this Warrant for a new Warrant or Warrants, in substantially
the form of this Warrant, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased
hereunder, each of such new Warrants to be dated the date of such exchange and to represent the right to purchase such number of
Warrant Shares as shall be designated by the Holder. The Holder shall surrender this Warrant with duly executed instructions regarding
such re-certification of this Warrant to the Secretary of the Company at its principal offices or at such other office or agency
as the Company may specify in writing to the Holder.


 


(c)          Restrictions
on Transfers. This Warrant may not be transferred at any time without (i) registration under the Securities Act or (ii) an
exemption from such registration and a written opinion of legal counsel addressed to the Company that the proposed transfer of
the Warrant may be effected without registration under the Securities Act, which opinion will be in form and from counsel reasonably
satisfactory to the Company.


 


6.           MUTILATED
OR MISSING WARRANT CERTIFICATE


 


If this Warrant is
mutilated, lost, stolen or destroyed, upon request by the Holder, the Company will, at its expense, issue, in exchange for and
upon cancellation of the mutilated Warrant, or in substitution for the lost, stolen or destroyed Warrant, a new Warrant, in substantially
the form of this Warrant, representing the right to acquire the equivalent number of Warrant Shares; provided, that, as a prerequisite
to the issuance of a substitute Warrant, the Company may require satisfactory evidence of loss, theft or destruction as well as
an indemnity from the Holder of a lost, stolen or destroyed Warrant.


 


7.           PAYMENT
OF TAXES


 


The Company will pay
all transfer and stock issuance taxes attributable to the preparation, issuance and delivery of this Warrant and the Warrant Shares
(and replacement Warrants) including, without limitation, all documentary and stamp taxes; provided, however, that the Company
shall not be required to pay any tax in respect of the transfer of this Warrant, or the issuance or delivery of certificates for
Warrant Shares or other securities in respect of the Warrant Shares to any person or entity other than to the Holder.


 


8.           FRACTIONAL
WARRANT SHARES


 


No fractional Warrant
Shares shall be issued upon exercise of this Warrant. The Company, in lieu of issuing any fractional Warrant Share, shall round
down the aggregate number of Warrant Shares issuable to a Holder to the nearest whole share.


 



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9.           NO
STOCK RIGHTS AND LEGEND


 


No holder of this Warrant,
as such, shall be entitled to vote or be deemed the holder of any other securities of the Company that may at any time be issuable
on the exercise hereof, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, the
rights of a stockholder of the Company or the right to vote for the election of directors or upon any matter submitted to stockholders
at any meeting thereof, or give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting
stockholders (except as provided herein), or to receive dividends or subscription rights or otherwise (except as provide herein).


 


Each certificate for
Warrant Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued to any subsequent
transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER
OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR APPLICABLE STATE SECURITIES LAWS.”


 


10.         REGISTRATION
RIGHTS


 


The Holder shall be
entitled to the same registration rights pari passu as are provided by the Company to the subscribers of the Company’s
securities in the Subsequent Offering.


 


11.         NOTICES


 


All notices, consents,
waivers, and other communications under this Warrant must be in writing and will be deemed given to a party when (a) delivered
to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile
or e-mail with confirmation of transmission by the transmitting equipment; (c) received or rejected by the addressee, if sent by
certified mail, return receipt requested, if to the registered Holder hereof; or (d) seven days after the placement of the notice
into the mails (first class postage prepaid), to the Holder at the address, facsimile number, or e-mail address furnished by the
registered Holder to the Company in accordance with the Securities Purchase Agreement by and between the Company and the Holder,
or if to the Company, to it at 2365 Iron Point Road, Suite 190, Folsom, CA 95630, Attention: Chief Executive Officer (or to such
other address, facsimile number, or e-mail address as the Holder or the Company as a party may designate by notice the other party)
with a copy to Gottbetter & Partners, LLP, 488 Madison Avenue, 12th Floor, New York, NY 10022, Attention: Adam S.
Gottbetter, Esq.


 


12.         SEVERABILITY


 


If a court of competent
jurisdiction holds any provision of this Warrant invalid or unenforceable, the other provisions of this Warrant will remain in
full force and effect. Any provision of this Warrant held invalid or unenforceable only in part or degree will remain in full force
and effect to the extent not held invalid or unenforceable.


 



    	9



    	 



    

 


13.         BINDING
EFFECT


 


This Warrant shall
be binding upon and inure to the sole and exclusive benefit of the Company, its successors and assigns, and the registered Holder
or Holders from time to time of this Warrant and the Warrant Shares.


 


14.         SURVIVAL
OF RIGHTS AND DUTIES


 


This Warrant shall
terminate and be of no further force and effect on the earlier of 5:00 P.M., Eastern Time, on the Expiration Date or the date on
which this Warrant has been exercised in full.


 


15.         GOVERNING
LAW


 


This Warrant will be
governed by and construed under the laws of the State of New York without regard to conflicts of laws principles that would require
the application of any other law.


 


16.         DISPUTE
RESOLUTION


 


In the case of a dispute
as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall submit the
disputed determinations or arithmetic calculations via facsimile within two Business Days of receipt of the Notice of Exercise
giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination
or calculation of the Exercise Price or the Warrant Shares within three Business Days of such disputed determination or arithmetic
calculation being submitted to the Holder, then the Company shall, within two Business Days, submit via facsimile (a) the disputed
determination of the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the Holder
or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company
shall cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations
and notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives the disputed
determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may
be, shall be binding upon all parties absent demonstrable error.


 


17.         NOTICES
OF RECORD DATE


 


Upon (a) any establishment
by the Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who
are entitled to receive any dividend or other distribution, or right or option to acquire securities of the Company, or any other
right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation of the Company with or into
any other corporation, any transfer of all or substantially all the assets of the Company, or any voluntary or involuntary dissolution,
liquidation or winding up of the Company, or the sale, in a single transaction, of a majority of the Company’s voting stock
(whether newly issued, or from treasury, or previously issued and then outstanding, or any combination thereof), the Company shall
mail to the Holder at least ten (10) Business Days, or such longer period as may be required by law, prior to the record date specified
therein, a notice specifying (i) the date established as the record date for the purpose of such dividend, distribution, option
or right and a description of such dividend, option or right, (ii) the date on which any such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or winding up, or sale is expected to become effective and (iii) the
date, if any, fixed as to when the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock
for securities or other property deliverable upon such reorganization, reclassification, transfer, consolation, merger, dissolution,
liquidation or winding up.


 



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18.         RESERVATION
OF SHARES


 


The Company shall reserve
and keep available out of its authorized but unissued shares of Common Stock for issuance upon the exercise of this Warrant, free
from pre-emptive rights, such number of shares of Common Stock for which this Warrant shall from time to time be exercisable. The
Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein
without violation of any applicable law or regulation. Without limiting the generality of the foregoing, the Company covenants
that it will use commercially reasonable efforts to take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents, including but not limited to consents from the Company’s
stockholders or Board of Directors or any public regulatory body, as may be necessary to enable the Company to perform its obligations
under this Warrant.


 


19.         NO
THIRD PARTY RIGHTS


 


This Warrant is not
intended, and will not be construed, to create any rights in any parties other than the Company and the Holder, and no person or
entity may assert any rights as third-party beneficiary hereunder.


 


[Signature page follows]


 



    	11



    	 



    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed as of the date first set forth above.


 


	 	RACKWISE, INC.
	 	 
	 	By:	 
	 	Name:   Guy A. Archbold
	 	Title:     Chairman and Chief Executive Officer


 



    	12



    	 



    

 


EXHIBIT A


 


NOTICE OF EXERCISE


 


(To be executed by the Holder of Warrant
if such Holder desires to exercise Warrant)


 


To Rackwise, Inc.:


 


The undersigned hereby
irrevocably elects to exercise this Warrant and to purchase thereunder, ___________________ full shares of Rackwise, Inc. common
stock issuable upon exercise of the Warrant and delivery of (i) $_________ (in cash as provided for in the foregoing Warrant) and
any applicable taxes payable by the undersigned pursuant to such Warrant; or (ii) __________ shares of Common Stock (pursuant to
a Cashless Exercise in accordance with Section 1(b)(ii) of this Warrant).


 


The undersigned requests
that certificates for such shares be issued in the name of:


 


_________________________________________


(Please print name, address and social
security or federal employer 


identification number (if applicable))


 


_________________________________________


 


_________________________________________


 


If the shares issuable
upon this exercise of the Warrant are not all of the Warrant Shares which the Holder is entitled to acquire upon the exercise of
the Warrant, the undersigned requests that a new Warrant evidencing the rights not so exercised be issued in the name of and delivered
to:


 


_________________________________________


(Please print name, address and social
security or federal employer 


identification number (if applicable))


 


_________________________________________


 


_________________________________________


  


	 	Name of Holder (print):	 


 


	 	(Signature):	 


 


	 	(By:)	 
	 	 	 
	 	(Title:)	 
	 	 	 
	 	Dated:	 


 



    	 



    	 



    

 


EXHIBIT B


 


FORM OF ASSIGNMENT


 


FOR VALUE RECEIVED,
___________________________________ hereby sells, assigns and transfers to each assignee set forth below all of the rights of the
undersigned under the Warrant (as defined in and evidenced by the attached Warrant) to acquire the number of Warrant Shares set
opposite the name of such assignee below and in and to the foregoing Warrant with respect to said acquisition rights and the shares
issuable upon exercise of the Warrant:


 


	Name of Assignee	 	Address	 	Number of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


  


If the total of the
Warrant Shares are not all of the Warrant Shares evidenced by the foregoing Warrant, the undersigned requests that a new Warrant
evidencing the right to acquire the Warrant Shares not so assigned be issued in the name of and delivered to the undersigned.












	 	Name of Holder (print):	 


 


	 	(Signature):	 


 


	 	(By:)	 
	 	 	 
	 	(Title:)	 
	 	 	 
	 	Dated: