Exhibit
4.1


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR
ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF SOLUNA HOLDINGS, INC. (THE “COMPANY”)
THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (C) OUTSIDE THE UNITED STATES
IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS,
(D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE
WITH ANY APPLICABLE STATE SECURITIES LAWS OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT AND IN COMPLIANCE
WITH ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT, IN THE CASE OF (C), (D) OR (E), THE HOLDER HAS DELIVERED TO THE COMPANY AND
THE REGISTRAR AND TRANSFER AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY
AND THE REGISTRAR AND TRANSFER AGENT TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE
WITH THE 1933 ACT.


 


THE
REGISTERED HOLDER OF THIS COMMON STOCK PURCHASE WARRANT (“PURCHASE WARRANT”) BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL
NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT, OR ANY OF THE UNDERLYING SECURITIES, EXCEPT AS HEREIN PROVIDED AND THE REGISTERED
HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT, OR ANY OF
THE UNDERLYING SECURITIES, FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF THE COMPANY’S COMMON
STOCK, PAR VALUE $0.001 PER SHARE (“COMMON STOCK”), PURSUANT TO THE UNDERWRITING AGREEMENT (DEFINED BELOW) TO ANYONE OTHER
THAN (I) UNIVEST SECURITIES, LLC, OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER
OR PARTNER OF UNIVEST SECURITIES, LLC, OR OF ANY SUCH UNDERWRITERS OR SELECTED DEALER.


 


THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO APRIL 24, 2023. VOID AFTER 5:00 P.M., EASTERN TIME, OCTOBER 24, 2027.


 




    	 



    	 



    

 


FORM
OF UNDERWRITER’S WARRANT


 


FOR
THE PURCHASE OF [●]1 SHARES OF COMMON STOCK


 


OF


 


SOLUNA
HOLDINGS, INC.


 


1.
Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between SOLUNA HOLDINGS, INC., a
Nevada corporation (the “Company”), and Univest Securities, LLC (the “Holder”), dated October 24,
2022 (the “Underwriting Agreement”), the Holder, as registered owner of this Purchase Warrant, is entitled, at any
time or from time to time from [____]2 (the “Exercise Date”), and at or before 5:00 p.m., Eastern time,
on [____]3 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole
or in part, up to [●]1 shares (the “Shares”) of common stock of the Company, par value $0.001
per share (“Common Stock”) , subject to adjustment as provided in Section 6 hereof. If the Expiration Date
is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding
day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees
not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[__] per share;
provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this
Purchase Warrant, including the exercise price per share and the number of shares of Common Stock to be received upon such exercise,
shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth
above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized
terms not defined herein shall have the meaning ascribed to them in the Underwriting Agreement.


 


2.
Exercise.


 


2.1
Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit A must be duly
executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the shares
of Common Stock being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company
or by certified check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on
the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby
shall cease and expire.


 


2.2
Cashless Exercise. If at any time after the Exercise Date and until the Expiration Date, there is no effective registration statement
registering, or the prospectus contained therein is not available for the issuance of the Shares to the Holder, the Holder may elect
to receive the number of shares of Common Stock equal to the value of this Purchase Warrant (or the portion thereof being exercised),
by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall
issue to Holder, Shares in accordance with the following formula:


 





 






1 The number of shares equals five percent (5%) of the securities
sold by the Company in the Offering.


2 The date that is one hundred eighty (180) days immediately
following the commencement of sales of the securities issued in the Offering.


3 The date that is the fifth-year anniversary of the commencement
of sales of the securities issued in the Offering.

 




    	2



    	 



    

 


	X	=	Y(A-B)	 	 
	 	 	A	 	 
	 	 	 	 	 
	Where,		X	=	The
    number of shares of Common Stock to be issued to Holder;
	 		Y	=	The
number of shares of Common Stock for which the Purchase Warrant is being exercised;

	 		A	=	The
    fair market value of one share of Common Stock; and
	 		B	=	The
    Exercise Price.


 


For
purposes of this Section 2.2, the “fair market value” of a share of Common Stock is defined as follows:


 


		(i)	if
                                            the shares of Common Stock are traded on a national securities exchange, the value shall
                                            be deemed to be the average closing price on such exchange for the five consecutive trading
                                            days ending on the day immediately prior to the exercise form being submitted in connection
                                            with the exercise of the Purchase Warrant; or



 


		(ii)	if
                                            the shares of Common Stock are actively traded over-the-counter, the value shall be deemed
                                            to be the weighted average price of the shares of Common Stock for the five consecutive trading
                                            days ending on the trading day immediately prior to the exercise form being submitted in
                                            connection with the exercise of the Purchase Warrant; or



 


		(iii)	if
                                            there is no market for the shares of Common Stock, the value shall be the fair market value
                                            thereof, as determined in good faith by the Company’s Board of Directors.



 


2.3
Legend. Each certificate for the Shares purchased under this Purchase Warrant shall bear the following legends unless such Shares
have been registered under the 1933 Act or are exempt from registration under the Act:


 


(i)
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”),
OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF SOLUNA HOLDINGS, INC. (THE “COMPANY”)
THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (C) OUTSIDE THE UNITED STATES
IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS,
(D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE
WITH ANY APPLICABLE STATE SECURITIES LAWS OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT AND IN COMPLIANCE
WITH ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT, IN THE CASE OF (C), (D) OR (E), THE HOLDER HAS DELIVERED TO THE COMPANY AND
THE REGISTRAR AND TRANSFER AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY
AND THE REGISTRAR AND TRANSFER AGENT TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE
WITH THE 1933 ACT.”


 




    	3



    	 



    

 


(ii)
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS FOLLOWING
THE COMMENCEMENT OF SALES OF THE COMPANY’S COMMON STOCK, PAR VALUE $0.001 PER SHARE (“COMMON STOCK”), PURSUANT TO THE
PROSPECTUS SUPPLEMENT, DATED [_______], 2022, TO BASE PROSPECTUS INCLUDED IN THE REGISTRATION
STATEMENT ON FORM S-3 (FILE NO. 333-261427) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN
UNIVEST SECURITIES, LLC, OR BONA FIDE OFFICERS OR PARTNERS OF UNIVEST SECURITIES, LLC, OR (B) CAUSED TO BE THE SUBJECT OF ANY HEDGING,
SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS SECURITIES HEREUNDER,
EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(e)(2).”


 


(iii)
Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by a certificate,
instrument, or book entry so legended.


 


3.
Transfer.


 


3.1
General Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant or any of the Shares exercisable hereunder for a period
of one hundred eighty (180) days following the commencement of sales of the Common Stock pursuant to the Underwriting Agreement (the
“Initial Transfer Date”) to anyone other than: (i) the Underwriter or a selected dealer participating in the offer
and sale of such shares of the Common Stock, or (ii) a bona fide officer or partner of the Underwriter or of any such selected dealer,
in each case in accordance with FINRA Rule 5110(e)(2)(B), or (b) cause this Purchase Warrant or the securities issuable hereunder to
be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition
of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(e)(2). On and after the Initial Transfer
Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any
permitted assignment, the Holder must deliver to the Company the assignment form attached hereto as Exhibit B duly executed and
completed, together with this Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company
shall within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new warrant
or warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of shares of
Common Stock purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 


3.2
Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until:
(i) the Company has received the opinion of counsel for the Company that such securities may be transferred pursuant to an exemption
from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction
of the Company, (ii) a registration statement or a post-effective amendment to the registration statement relating to the offer and sale
of such securities has been declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and
includes a current prospectus or (iii) a registration statement, pursuant to which the Holder has exercised its registration rights pursuant
to Sections 4.1 and 4.2 herein, relating to the offer and sale of such securities has been filed and declared effective by the
Commission and compliance with applicable state securities law has been established.


 




    	4



    	 



    

 


4.
Registration Rights.


 


4.1
Demand Registration.


 


4.1.1
Grant of Right. Unless all of the Registrable Securities (as defined below) are included in an effective registration statement
with a current prospectus or a qualified offering statement with a current registration statement, the Company, upon written demand (a
“Demand Notice”) of the Holder(s) of at least fifty-one percent (51%) of the Shares (“Majority Holders”),
agrees to register, on one occasion, all or any portion of the Shares that are permitted to be registered under the 1933 Act (collectively,
the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commission
(a “Demand Registration Statement”) covering the Registrable Securities within sixty (60) days after receipt of a
Demand Notice and use its best efforts to have the registration statement declared effective promptly thereafter, subject to compliance
with review by the Commission. The demand for registration may be made at any time during the five-year period beginning on the date
of commencement of sales of shares of Common Stock pursuant to the Underwriting Agreement.


 


4.1.2
Terms. The Company shall bear all fees and expenses attendant to the Demand Registration Statement pursuant to Section 4.1.1,
but the Holder(s) shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holder(s) to represent
the Holder(s)in connection with the sale of the Registrable Securities. The Company agrees to use its best efforts to cause the filing
of a Demand Registration Statement required herein to become effective promptly and to qualify or register the Registrable Securities
in such states as are reasonably requested by the Holder(s); provided, however, that in no event shall the Company be required to register
the Registrable Securities in a state in which such registration would cause: (i) the Company to be obligated to register or license
to do business in such state or submit to general service of process in such state, or (ii) the principal shareholders of the Company
to be obligated to escrow their shares of Common Stock. The Company shall cause any registration statement filed pursuant to the demand
right granted under Section 4.1.1 to remain effective for a period of at least 12 consecutive months after the date that the Holders
of the Registrable Securities covered by such registration statement are first given the opportunity to sell all of such securities.
The Holder(s) shall only use the prospectuses provided by the Company to sell the Registrable Securities, and will immediately cease
to use any prospectus furnished by the Company if the Company advises the Holder(s) that such prospectus may no longer be used due to
a material misstatement or omission. The Holder(s) shall be entitled to a Demand Registration Statement under this Section 4.1.2
on only one occasion and such demand registration right shall terminate on the fifth anniversary of the commencement of sales of the
shares of Common Stock pursuant to the Underwriting Agreement in accordance with FINRA Rule 5110(g)(8)(C).


 


5.
New Purchase Warrants to be Issued.


 


5.1
Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or
assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant
for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer
tax if exercised pursuant to Section 2.1 hereof, the Company shall cause to be delivered to the Holder without charge a new warrant
of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of shares
of Common Stock purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 




    	5



    	 



    

 


5.2
Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new warrant of like tenor and date. Any such new warrant executed and delivered as a result of such loss, theft, mutilation or destruction
shall constitute a substitute contractual obligation on the part of the Company.


 


6.
Adjustments.


 


6.1
Adjustments to Exercise Price and Number of shares of Common Stock. The Exercise Price and the number of Shares underlying this
Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1
Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock or by a split up of shares of Common
Stock or other similar event, then, on the effective day thereof, the number of shares of Common Stock purchasable hereunder shall be
increased in proportion to such increase in outstanding shares of Common Stock, and the Exercise Price shall be proportionately decreased.


 


6.1.2
Aggregation of Shares of Common Stock. If, after the date hereof, and subject to the provisions of Section 6.3 below, the
number of outstanding shares of Common Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock
or other similar event, then, on the effective date thereof, the number of shares of Common Stock purchasable hereunder shall be decreased
in proportion to such decrease in outstanding shares, and the Exercise Price shall be proportionately increased.


 


6.1.3
Replacement of shares of Common Stock upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Common Stock other than a change covered by Section 6.1.1 or Section 6.1.2 hereof or that solely affects the
par value of such shares of Common Stock, or in the case of any share reconstruction or amalgamation or consolidation of the Company
with or into another corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock ), or in the
case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an
entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until
the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise
Price payable hereunder immediately prior to such event, the kind and amount of shares of Common Stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon
a dissolution following any such sale or transfer, by a Holder of the number of shares of Common Stock of the Company obtainable upon
exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in shares of
Common Stock covered by Section 6.1.1 or Section 6.1.2, then such adjustment shall be made pursuant to Section 6.1.1,
Section 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications,
reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.


 




    	6



    	 



    

 


6.1.4
Fundamental Transaction. If, at any time while this Purchase Warrant is outstanding, the Company enters into the following transactions
with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common
Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated
with, the other Persons making or party to such stock or share purchase agreement or other business combination): (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 shares of Common Stock 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 shares of Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the shares of Common Stock or any compulsory share exchange pursuant to which the shares of Common
Stock is effectively converted into or exchanged for other securities, cash or property, 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, spinoff or scheme of arrangement) with another Person or group of Persons (each a “Fundamental
Transaction”), then, upon any subsequent exercise of this Purchase Warrant, the Holder shall have the right to receive, for
each Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the
number shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any
additional or alternative consideration (the “Alternative Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock for which this Purchase Warrant is exercisable immediately prior to such
Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to
apply to such Alternative Consideration based on the amount of Alternative Consideration issuable in respect of one Common Stock in such
Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternative Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternative Consideration. If holders of shares of Common Stock 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 Alternative Consideration it receives upon any exercise of this Purchase Warrant following such Fundamental Transaction.
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 Purchase Warrant, and to deliver to the Holder
in exchange for this Purchase Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form
and substance to this Purchase Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity
(or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Purchase 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 shares of Common Stock 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 Purchase 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 Purchase Warrant and the other Transaction Documents 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 Purchase Warrant and the other Transaction Documents with the same effect as if such Successor Entity had
been named as the Company herein.


 




    	7



    	 



    

 


6.1.5
Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this
Section 6.1, and any warrants issued after such change, in exchange or replacement of this Purchase Warrant may state the same
Exercise Price and the same number of shares of Common Stock as are stated in the Purchase Warrant initially issued pursuant to this
Agreement. The acceptance by any Holder of the issuance of a new warrant reflecting a required or permissive change shall not be deemed
to waive any rights to an adjustment occurring after the date hereof or the computation thereof.


 


6.2
Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the
Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in
any reclassification or change of the outstanding shares of Common Stock ), the corporation formed by such consolidation or share reconstruction
or amalgamation shall execute and deliver to the Holder a supplemental warrant providing that the holder of this Purchase Warrant shall
have the right thereafter (until the stated expiration of this Purchase Warrant) to receive, upon exercise of such supplemental warrant,
the kind and amount of shares of common stock and other securities and property receivable upon such consolidation or share reconstruction
or amalgamation, by a holder of the number of shares of Common Stock of the Company for which such Purchase Warrant might have been exercised
immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental warrant shall provide
for adjustments which shall be substantially the same to the adjustments provided for in this Section 6. The above provisions
of this Section 6 shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 


6.3
Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of shares
of Common Stock upon the exercise of this Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down,
as the case may be, to the nearest whole number of shares of Common Stock.


 


7.
Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock,
solely for the purpose of the issuance of the Shares upon exercise of this Purchase Warrant, such number of shares of Common Stock as
shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Purchase Warrant and payment
of the Exercise Price therefor, unless this Purchase Warrant is exercised pursuant to a cashless exercise, as provided in Section
2.2 hereof, in accordance with the terms hereby, all shares of Common Stock issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. The Company further covenants and agrees
that upon exercise of this Purchase Warrant and payment of the exercise price therefor, unless this Purchase Warrant is exercised pursuant
to a cashless exercise, as provided in Section 2.2 hereof, all Shares issuable upon such exercise shall be duly and validly issued,
fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as this Purchase Warrant shall be outstanding,
the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of this Purchase Warrant to be listed
(subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTCQB Market or any successor
quotation system) on which the shares of Common Stock are then listed and/or quoted (if at all).


 


8.
Certain Notice Requirements.


 


8.1
Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holder the right to vote or consent
or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder
of the Company. If, however, at any time prior to the expiration of this Purchase Warrant and the exercise thereof, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event
at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books (the “Notice Date”)
for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date
or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to the
Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice
is given to the shareholders.


 




    	8



    	 



    

 


8.2
Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more
of the following events: (i) if the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling
them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than
out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii)
the Company shall offer to all the holders of its shares of Common Stock any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or
(iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction
or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed.


 


8.3
Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant
to Section 6 hereof, send notice to the Holder of such event and change (“Price Notice”). The Price Notice
shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the
Company’s Chief Financial Officer.


 


8.4
Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing
and shall be deemed to have been duly made if made in accordance with the notice provisions of the Underwriting Agreement to the addresses
and contact information set forth below


 


If
to the Holder, then to:


 


Univest
Securities, LLC


75
Rockefeller Plaza, Suite 1838


New
York, NY 10019


Attn:
Edric Guo


Email:
yguo@univest.us


 


With
a copy to:


 


Blank
Rome LLP


1271
Avenue of the Americas


New
York, NY 10020

Attn: Patrick J. Egan, Esq.


Email:
patrick.egan@blankrome.com


 


If
to the Company:


 


Soluna
Holdings, Inc.

325 Washington Avenue Extension

Albany, NY 12206

(518) 218-2550


Attn:
Michael Toporek


Email:
MToporek@soluna.io


 




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With
a copy to:


 


Haynes
and Boone, LLP30 Rockefeller Plaza, 26th Floor


New
York, NY 10112


Attn:
Rick Werner


Email:
rick.werner@haynesboone.com


 


9.
Miscellaneous.


 


9.1
Amendments. The Company and the Underwriter may from time to time supplement or amend this Purchase Warrant without the approval
of the Holder in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company
and the Underwriter may deem necessary or desirable and that the Company and the Underwriter deem shall not adversely affect the interest
of the Holder. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement
of the modification or amendment is sought.


 


9.2
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or
affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3.
Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4
Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company
and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions
herein contained.


 


9.5
Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby
agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought
and enforced in the New York Supreme Court, County of New York, or in 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 hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company
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 hereof. Such mailing shall be deemed personal service and shall be legal and binding
upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action
shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action
or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by
applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.


 




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9.6
Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall
not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any
provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No
waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set
forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver
of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.


 


9.7
Holder Not Deemed a Shareholder. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder
of this Purchase 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 Purchase Warrant be construed to confer upon the Holder, solely in its capacity
as the Holder of this Purchase Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent
to any corporate action (whether any reorganization, issue of share, reclassification of share, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of
the Shares which it is then entitled to receive upon the due exercise of this Purchase Warrant. In addition, nothing contained in this
Purchase Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Purchase
Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the
Company.


 


9.8
Restrictions. The Holder acknowledges that the Shares acquired upon the exercise of this Purchase Warrant, if not registered,
and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


9.9
Severability. Wherever possible, each provision of this Purchase Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Purchase Warrant shall be prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Purchase Warrant.


 


[Signature
Page to Follow]


 




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IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______,
2022.


 


	 	SOLUNA
    HOLDINGS, INC.
	 	 	 
	 	By:
    	 
	 	Name:	 Michael Toporek
	 	Title:	 Chief Executive Officer


 




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EXHIBIT
A


 


Exercise
Notice


 


Form
to be used to exercise Purchase Warrant:


 


Date:
__________, 20__


 


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ shares of Common Stock of SOLUNA HOLDINGS, INC., a
Nevada corporation (the “Company”), and hereby makes payment of $____ (at the rate of $____ per share) in payment
of the Exercise Price pursuant thereto. Please issue the shares of Common Stock as to which this Purchase Warrant is exercised in accordance
with the instructions given below and, if applicable, a new Purchase Warrant representing the number of shares of Common Stock for which
this Purchase Warrant has not been exercised.


 


or


 


The
undersigned hereby elects irrevocably to convert its right to purchase ___ shares of Common Stock under the Purchase Warrant for ______
shares of Common Stock, as determined in accordance with the following formula:


 





	 	X	=	Y(A-B)	 
	 	 	 	A	 
	Where,	X	=	The
    number of shares of Common Stock to be issued to Holder;
	 	Y	=	The
    number of shares of Common Stock for which the Purchase Warrant is being exercised;
	 	A	=	The
    fair market value of one share of Common Stock which is equal to $_____; and
	 	B	=	The
    Exercise Price which is equal to $______ per share


 


The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please
issue the shares of Common Stock as to which this Purchase Warrant is exercised in accordance with the instructions given below and,
if applicable, a new Purchase Warrant representing the number of shares of Common Stock for which this Purchase Warrant has not been
converted.


 


Signature


 


Signature
Guaranteed


 


Name:


(Print
in Block Letters)


Address:


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.


 




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EXHIBIT
B


 


Assignment
Notice


 


Form
to be used to assign Purchase Warrant:


 


ASSIGNMENT


 


(To
be executed by the registered Holder to effect a transfer of the within Purchase Warrant):


 


FOR
VALUE RECEIVED,
                                   
does hereby sell, assign and transfer unto the right to purchase shares of Common Stock of SOLUNA HOLDINGS, INC., a Nevada
corporation (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer
such right on the books of the Company.


 


Dated:
         , 20__


 


Signature


 


Signature
Guaranteed


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm
having membership on a registered national securities exchange.


 







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