Exhibit 4.2


 


DPW Holdings,
Inc.


 


Warrant To Purchase
Shares of Class A Common Stock


 


Warrant No.:                 


Date of Issuance: October 22, 2020 (“Issuance
Date”)


 


DPW Holdings, Inc., a Delaware corporation
(the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, [●], the registered holder hereof or its permitted assigns (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then
in effect, upon exercise of this Warrant to Purchase Class A Common Stock (including any Warrants to Purchase Common Stock issued
in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Effective
Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 729,927 (subject to adjustment as provided
herein), fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”). For
purposes of this Warrant, “Exchange Approval” shall mean approval of the issuance of Common Stock contemplated
by this Agreement by the NYSE American, which approval shall be obtained as promptly as practicable after the Issuance Date.


 


1.           EXERCISE
OF WARRANT.


 


(a)       Mechanics
of Exercise.


 


Subject to the terms and conditions
hereof (including, without limitation, the limitations set forth in Section 1(e)), this Warrant may, subject to the Company’s
receipt of Exchange Approval, which date is referred to herein as the “Effective Date,” be exercised or exchanged
by the Holder on any day on or after the Effective Date in whole or in part, by delivery (whether via facsimile or otherwise) of
a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s
election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid, the Holder shall
deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the
number of Warrant Shares as to which this Warrant was so exercised (in respect of such specific exercise, the “Aggregate
Exercise Price”) in cash or via wire transfer of immediately available funds provided, however, that if the Holder has
elected to exercise all or part of this Warrant on a cashless basis, it shall surrender the Warrant, in whole or in part (as applicable),
rather than deliver a cash payment to the Company. The Holder shall not be required to deliver the original of this Warrant in
order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant
Shares shall have the same effect as cancellation of the original of this Warrant certificate and issuance of a new Warrant certificate
evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of
the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant certificate after
delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following
the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation
of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the


 



    	 	 	 



    	 



    

 


Company’s
transfer agent (the “Transfer Agent”). On or before the first (1st) Trading Day following the date
on which the Company has received such Exercise Notice, the Company shall credit such aggregate number of shares of Common Stock
to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with The
Depository Trust Company (“DTC”) through its Deposit/Withdrawal at Custodian system. Upon delivery of an Exercise
Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect
to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account.
If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented
by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the
request of the Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon
as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver
to the Holder (or its designee) a new Warrant (in accordance with Section 8(d)) representing the right to purchase the number of
Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect
to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but
rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay
any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this
Warrant.

 


Whensoever mentioned in this Warrant,
the term “exercise” shall be deemed to mean “exercise or exchange” unless any such interpretation would
result in manifest error.


 


(b)       Exercise
Price.


 


For purposes of this Warrant, “Exercise
Price” means $3.01, subject to adjustment as provided herein.


 


(c)       Company’s
Failure to Timely Deliver Securities.


 


To the extent permitted by law, the
Company’s obligations to issue and deliver the shares of Common Stock upon exercise of the Warrant in accordance with the
terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver
or consent with respect to any provision hereof, the recovery of any judgment against any person or any action to enforce the same,
or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other
person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person, and irrespective
of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance
of the shares of Common Stock. Nothing herein shall limit the Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely deliver the shares of Common Stock issuable upon exercise of this Warrant as required
pursuant to the terms hereof.


 



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(d)       Cashless
Exercise.


 


Notwithstanding anything contained
herein to the contrary, the Holder may in its sole discretion (and without limiting the Holder’s rights and remedies contained
herein), exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to
the Company upon such exercise in payment of the aggregate Exercise Price, elect instead to receive upon such exercise the “Net
Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):


 


Net Number = (A x B)/C


 


For purposes of the foregoing formula:


 


A= the total number of shares with respect to which this
Warrant is then being exercised.


 


B= Black Scholes Value.


 


C= the Closing Bid Price of the Common Stock as of two (2) Trading Days prior to the time of such exercise, provided, however,
that in no event shall the Closing Bid Price used for the purposes of calculating the Net Number be less than $1.90.


 


“Black Scholes Value” means the Black
Scholes value of an option for one share of Common Stock at the date of the applicable Cashless Exercise, as such Black Scholes
value is determined, calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg
utilizing (i) an underlying price per share equal to the Exercise Price, (ii) a risk-free interest rate corresponding to the U.S.
Treasury rate, (iii) a strike price equal to the Exercise Price in effect at the time of the applicable Cashless Exercise, (iv)
an expected volatility equal to 135%, and (v) a deemed remaining term of the Warrant of five (5) years (regardless of the actual
remaining term of the Warrant). 


 


(e)       Disputes.


 


In the case of a dispute as to the
determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares (including, without limitation,
the Net Number) to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant
Shares that are not disputed, provided that following such issuance to Holder such dispute shall be resolved in accordance with
Section 15.


 



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(f)       Limitations
on Exercises and Exchanges.


 


Notwithstanding anything to the contrary
contained in this Warrant, this Warrant shall not be exercisable or exchangeable by the Holder hereof to the extent (but only to
the extent) that the Holder or any of its affiliates would beneficially own in excess of 4.99% of the number of shares of
Common Stock outstanding after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Warrants calculated
in accordance with Section 13(d) of the Exchange Act (the “Maximum Percentage”). To the extent the above limitation
applies, the determination of whether this Warrant shall be exercisable or exchangeable (vis-à-vis other convertible, exercisable
or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be exercisable or exchangeable
(as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis
of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise
or exchange this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with
respect to any subsequent determination of exercisability or exchangeability. For the purposes of this paragraph, beneficial ownership
and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall
be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder. The provisions
of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct
this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership
limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage
limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of shares
of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent
of holders of a majority of its shares of Common Stock. For any reason at any time, upon the written or oral request of the Holder,
the Company shall within two (2) Business Days confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding, including by virtue of any prior conversion or exercise or exchange of convertible or exercisable or exchangeable
securities into shares of Common Stock, including, without limitation, pursuant to this Warrant.


 


(g)       Reservation
of Shares; Insufficient Authorized Shares.


 


The Company shall initially reserve
out of its authorized and unissued shares of Common Stock a number of shares of Common Stock equal to 200% of the maximum number
of Warrant Shares issuable to satisfy the Company’s obligations to issue shares of Common Stock hereunder, and the Company
shall at all times keep reserved for issuance under this Warrant a number of shares of Common Stock equal to 200% of the maximum
number of Warrant Shares issuable to satisfy the Company’s obligation to issue shares of Common Stock hereunder. If, notwithstanding
the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient
number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise or exchange
of this Warrant at least a number of shares of Common Stock equal to the number of shares of Common Stock as shall from time to
time be necessary to effect the exercise or exchange this Warrant or the portion of this Warrant then outstanding (the “Required
Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action
necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve
the Required Reserve Amount for this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon
as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after
the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase
in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each shareholder
with a proxy statement and shall use its reasonable efforts to solicit its shareholders’ approval of such increase in authorized
shares of Common Stock and to cause its board of directors to recommend to the shareholders that they approve such proposal.


 



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


 


(a)       Stock
Dividends and Splits.


 


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


 


(b)       Number
of Warrant Shares.


 


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


 


(c)       Calculations.


 


All calculations under this Section
2 shall be made by rounding to the nearest 1/10000th of cent and the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issue or sale of shares of Common Stock.


 



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(d)       Other
Events.


 


In the event that the Company shall
take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the
Holder from dilution or if any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided
for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other
rights with equity features), then the Company’s board of directors shall in good faith determine and implement an appropriate
adjustment in the Exercise Price and the number of Warrant Shares (if applicable) so as to protect the rights of the Holder, provided
that no such adjustment pursuant to this Section 2(d) will increase the Exercise Price or decrease the number of Warrant Shares
as otherwise determined pursuant to this Section 2, provided further that if the Holder does not accept such adjustments as appropriately
protecting its interests hereunder against such dilution, then the Company’s board of directors and the Holder shall agree,
in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose
determination shall be final and binding and whose fees and expenses shall be borne by the Company.


 


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


 



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4.           PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)       Purchase
Rights.


 


In addition to any adjustments pursuant
to Section 2 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase
stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon
complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum
Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or,
if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant,
issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such
Purchase Right would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right
to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its
right thereto would not result in the Holder exceeding the Maximum Percentage).


 


(b)       Fundamental
Transactions.


 


The Company shall not enter into
or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the obligations of the Company under
this Warrant and the other Transaction Documents related to this Warrant in accordance with the provisions of this Section 4(b)
pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to
such Fundamental Transaction, including agreements confirming the obligations of the Successor Entity as set forth in this paragraph
(b) and (c) and elsewhere in this Warrant and an obligation to deliver to the Holder in exchange for this Warrant a security of
the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including,
without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common
Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant)
prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of
capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction
and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price
being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction). Notwithstanding the foregoing, at the election of the Holder upon exercise of this Warrant following a Fundamental
Transaction, the Successor Entity shall deliver to the Holder, in lieu of the shares of Common Stock (or other securities, cash,
assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable
thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of common
stock (or its equivalent) of the Successor Entity (including its Parent Entity), or other securities, cash, assets or other property,
which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant
been exercised immediately prior to the applicable Fundamental Transaction; provided, however, that such amount of reserved shares
of Common Stock shall be limited by the Maximum Percentage of shares of Common Stock as set forth in Section 1(e).


 


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


 



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5.           PIGGYBACK
REGISTRATION RIGHTS.


 


(a)       The
Holder shall have the right (subject to this Section 5), to include the Warrant Shares as part of any other registration of securities
filed by the Company in a registration statement under Securities Act (including, but not limited to, registration statements relating
to secondary offerings of securities of the Company but excluding any registration statements (i) on Form S-4 or S-8 (or any successor
or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or
issuable pursuant to any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate
reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form
that does not permit secondary sales or does not include substantially the same information as would be required to be included
in a registration statement covering the resale of the Warrant Shares). In the event the Holder desires to include in any such
registration statement all or any part of the Warrant Shares held by the Holder, the Holder shall within fifteen (15) days after
the above-described notice from the Company, so notify the Company in writing, including the number of such Warrant Shares that
the Holder wishes to include in such registration statement. If the Holder decides not to include all of its Warrant Shares in
any registration statement thereafter filed by the Company, the Holder shall continue to have the right to include any Warrant
Shares in any subsequent registration statement or registration statements as may be filed by the Company until the Holder has
sold all of the Warrant Shares held by it. The Company shall bear all fees and expenses attendant to registering the Warrant Shares,
including the reasonable fees of the Holder’s legal counsel selected by the Holder to represent it in connection with the
sale of the Warrant, but the Holder shall pay any and all underwriting commissions.


 


(b)       Notwithstanding
the foregoing, if the managing underwriter or underwriters of any such proposed public offering advise the Company that the total
amount or kind of securities that the Holder, the Company and any other persons intended to be included in such proposed public
offering is sufficiently large to adversely affect the success of such proposed public offering, then the amount or kind of securities
to be offered for the various parties wishing to have shares of the Company’s common stock registered shall be included in
the following order:


 


(i)            if
the Company proposes to register treasury shares or authorized but unissued shares of its common stock (collectively, “Primary
Securities”):


 


(A)       first,
the Primary Securities; and


 


(B)       second,
any securities that the Company has agreed to register in connection with its entry into that certain Master Exchange Agreement
dated as February, 10, 2020 (the “Exchange Shares”) and the Warrant Shares requested to be included in such
registration statement, together with shares of its common stock that do not constitute Warrant Shares, Exchange Shares or Primary
Securities (“Other Securities”) held by parties exercising similar piggy-back registration rights (or if necessary,
such Warrant Shares and Other Securities pro rata among the holders thereof based upon the number of such Warrant Shares and Other
Securities requested to be registered by each such holder).


 


(ii)           if
the Company proposes to register Other Securities, the Warrant Shares requested to be included in such registration, together with
Other Securities held by parties exercising similar piggy-back registration rights (or if necessary, such Warrant Shares and Other
Securities pro rata among the holders thereof based upon the number of such Warrant Shares and Other Securities requested to be
registered by each such holder).


 



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In the event that the Company shall
become obligated to withdraw or postpone a registration statement referred to herein pursuant to the terms of this Agreement or
by applicable law or regulation (a “Registration Statement”), it may do so at any time before it becomes effective
or withdraw, postpone or terminate the offering after it becomes effective without obligation to the Holder; provided, however,
that the Company shall use its best efforts to maintain effectiveness of the Registration Statement until all Holder’s Warrant
Shares covered thereby have been sold by the Holder. In the event that not all Holder’s Warrant Shares were sold under the
initial Registration Statement, the Holder shall retain its rights hereunder with respect to any additional Registration Statement,
which the Company agrees to exercise its best efforts to maintain effective until all Holder’s remaining Warrant Shares covered
thereby have been sold by the Holder.


 


(c)       As
a condition to the inclusion of its Warrant Shares, the Holder shall furnish to the Company such information regarding the Holder
and the distribution proposed by the Holder as the Company may request in writing or as shall be required in connection with any
registration, qualification or compliance referred to in this Agreement.


 


(d)       The
Holder agrees by acquisition of the Warrant Shares that, upon receipt of any notice from the Company of the happening of any event
that, in the good faith judgment of the Company’s Board of Directors, requires the suspension of the Holder’s rights
under this Section 5, the Holder will forthwith discontinue disposition of the Warrant Shares pursuant to the then current prospectus
included in the Registration Statement, as the same may be amended or supplemented (including such prospectus subject to completion)
(the “Prospectus”), until the Holder is advised in writing by the Company that the use of the Prospectus may
be resumed. If so directed by the Company, on the happening of such event, the Holder will deliver to the Company all copies, other
than permanent file copies then in the Holder’s possession, of the Prospectus covering the Warrant Shares at the time of
receipt of such notice.


 


(e)       The
Holder hereby covenants with the Company (i) not to make any sale of Warrant Shares without effectively causing the prospectus
delivery requirements under the Securities Act to be satisfied, and (ii) if such Warrant Shares are to be sold by any method or
in any transaction other than on a national securities exchange, or in the over-the-counter market, in privately negotiated transactions,
or in a combination of such methods, to notify the Company at least 5 business days prior to the date on which the Holder first
offers to sell any such Warrant Shares.


 


(f)       The
Holder acknowledges and agrees that the Warrant Shares sold pursuant to a registration statement described in this Section 5 are
not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Warrant
Shares is accompanied by a certificate reasonably satisfactory to the Company to the effect that (x) the Warrant Shares have been
sold in accordance with such registration statement and (y) the requirement of delivering a current Prospectus has been satisfied.


 



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(g)       The
Holder shall not take any action with respect to any distribution deemed to be made pursuant to such registration statement that
would constitute a violation of Regulation M under the Exchange Act, or any other applicable rule, regulation or law.


 


(h)       Upon
the mandated termination of the effectiveness of any registration statement described in this Section 5, the Holder shall discontinue
sales of the Warrant Shares pursuant to such registration statement upon receipt of notice from the Company of the Company’s
intention to remove from registration the Warrant Shares covered by such registration statement that remain unsold, and the Holder
shall notify the Company of the number of registered Warrant Shares that remain unsold immediately upon receipt of such notice
from the Company.


 


(i)       In
the case of the registration of any underwritten primary offering initiated by the Company (other than any registration by the
Company on Form S-4 or Form S-8 (or any successor or substantially similar form), or of (i) an employee stock option, stock purchase
or compensation plan or of securities issued or issuable pursuant to any such plan, or (ii) a dividend reinvestment plan) or any
underwritten secondary offering initiated at the request of a holder of securities of the Company pursuant to registration rights
granted by the Company, the Holder agrees not to effect any public sale or distribution of securities of the Company, except as
part of such underwritten registration, during the period beginning fifteen (15) days prior to the closing date of such underwritten
offering and during the period ending ninety (90) days after such closing date (or such longer period as may be reasonably requested
by the Company or by the managing underwriter or underwriters).


 


6.           NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or
through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will
at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights
of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares
of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all
such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable
shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as this Warrant is outstanding, take all action
necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting
the exercise of this Warrant, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the
exercise of this Warrant; provided, however, that such amount of reserved shares of Common Stock shall be limited by the Maximum
Percentage of shares of Common Stock as set forth in Section 1(e).


 



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7.           WARRANT
HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a
holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as
the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to
any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance
or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the
Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this
Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors
of the Company. Notwithstanding this Section 7, the Company shall provide the Holder with copies of the same notices and other
information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.


 


8.           REISSUANCE
OF WARRANTS.


 


(a)       Transfer
of Warrant.


 


If this Warrant is to be transferred,
the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of
the Holder a new Warrant (in accordance with Section 8(d)), registered as the Holder may request, representing the right to purchase
the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying
this Warrant is being transferred, a new Warrant (in accordance with Section 8(d)) to the Holder representing the right to purchase
the number of Warrant Shares not being transferred. If, at the time of the surrender of this Warrant in connection with any transfer
of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement
under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale
restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing
such transfer, that the Holder or transferee of this Warrant, as the case may be, provide to the Company an opinion of counsel
selected by the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory
to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities
Act.


 


(b)       Lost,
Stolen or Mutilated Warrant.


 


Upon receipt by the Company of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant (as to which a written certification
and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of
any indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon
surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with
Section 8(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.


 


(c)       Exchangeable
for Multiple Warrants.


 


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


 



    	 	11	 



    	 



    

 


(d)       Issuance
of New Warrants.


 


Whenever the Company is required
to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii)
shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant
(or in the case of a new Warrant being issued pursuant to Section 8(a) or Section 8(c), the Warrant Shares designated by the Holder
which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance,
does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on
the face of such new Warrant which is the same as the Effective Date, and (iv) shall have the same rights and conditions as this
Warrant.


 


9.           CALL
PROVISION. Provided that there is at any such time an effective registration statement covering the Warrant Shares, the Company
will have the option to call for the redemption of the Warrant at any time in the event that the Company’s stock price trades
at a 100% premium to the warrant exercise price for ten consecutive trading days. If the Company elects to call the Warrant, it
will deliver written notice to the Holder that the Company intends to redeem the Warrant at a price of $6.02 per share (“the
“Call Price”) fifteen days from the delivery of the notice and, if the Holder does not exercise the Warrant
within the fifteen day period, the Company will redeem the Warrant for the Call Price. The Holder may in its sole discretion exercise
the Warrant for cash or on a cashless basis.


 


10.         NOTICES.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Warrant must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); (iii) upon confirmation of transmission, when sent by email; or (iv) one business day after deposit with an overnight courier
service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications
shall be (A) if to the Company, at the address set forth on its signature page attached hereto or (B) if to the Holder, to [●]
or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified
by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt
(x) given by the recipient of such notice, consent, waiver or other communication, (y) mechanically or electronically generated
by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of
such transmission or (z) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by
facsimile or receipt from an overnight courier service in accordance with clause (i), (ii), (iii) or (iv) above, respectively.


 



    	 	12	 



    	 



    

 


The Company shall provide the Holder
with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such
action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder
(i) as soon as practicable upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable
detail, and certifying, the calculation of such adjustment(s) and (ii) at least fifteen (15) days prior to the date on which the
Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B)
with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities,
indebtedness, or other property pro rata to holders of shares of Common Stock or (C) for determining rights to vote with respect
to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information (to the extent it constitutes,
or contains, material, non-public information regarding the Company shall be made known to the public prior to or in conjunction
with such notice being provided to the Holder and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental
Transaction. To the extent that any notice provided hereunder (whether under this Section 10 or otherwise) constitutes, or contains,
material, non-public information regarding the Company, the Company shall simultaneously file such notice with the SEC pursuant
to a Current Report on Form 8-K. It is expressly understood and agreed that the time of execution specified by the Holder in each
Exercise Notice shall be definitive and may not be disputed or challenged by the Company.


 


11.         AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant (other than Section 1(e)) may be amended and
the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the
Company has obtained the written consent of the Holder. No waiver shall be effective unless it is in writing and signed by an authorized
representative of the waiving party.


 


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


 


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


 



    	 	13	 



    	 



    

 


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


 


15.          DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or fair market value or the arithmetic calculation
of the Warrant Shares (as the case may be), the Company or the Holder (as the case may be) shall submit the disputed determinations
or arithmetic calculations (as the case may be) via facsimile (i) within two (2) Business Days after receipt of the applicable
notice giving rise to such dispute to the Company or the Holder (as the case may be) or (ii) if no notice gave rise to such dispute,
at any time after the Holder or the Company (as the case may be) learned of the circumstances giving rise to such dispute. If the
Holder and the Company are unable to agree upon such determination or calculation (as the case may be) of the Exercise Price or
fair market value or the number of Warrant Shares (as the case may be) within three (3) Business Days of such disputed determination
or arithmetic calculation being submitted to the Company or the Holder (as the case may be), then the Company shall, within two
(2) Business Days submit via facsimile (a) the disputed arithmetic calculation of the Warrant Shares, the disputed determination
of the Exercise Price or fair market value (as the case may be) to an independent, reputable investment bank selected by the Holder
or (b) if acceptable to the Holder, 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 (as the case may be) and notify the Company and the Holder of the results no later than ten
(10) Business Days from the time it receives such disputed determinations or calculations (as the case may be). Such investment
bank’s or accountant’s determination or calculation (as the case may be) shall be binding upon all parties absent demonstrable
error.


 



    	 	14	 



    	 



    

 


16.          REMEDIES,
CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative
and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue
actual damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that
there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided
for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by
the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance
thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and
that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach
or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The
Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm
the Company’s compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section
2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be
made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than the Holder or its agent on its behalf.


 


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


 


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


 


(a)       “Black
Scholes Value” means the Black Scholes value of an option for one share of Common Stock at the date of the applicable
Cashless Exercise, as such Black Scholes value is determined, calculated using the Black Scholes Option Pricing Model obtained
from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Exercise Price, (ii) a
risk-free interest rate corresponding to the U.S. Treasury rate, (iii) a strike price equal to the Exercise Price in effect at
the time of the applicable Cashless Exercise, (iv) an expected volatility equal to 135%, and (v) a deemed remaining term of the
Warrant of five (5) years (regardless of the actual remaining term of the Warrant).


 


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


 


(c)       “Closing
Bid Price” means, for any security as of any date, the last closing bid price and the last closing trade price, respectively,
for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended
hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then the last bid price
of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal
securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such
security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg,
or if the foregoing do not apply, the average of the bid prices, or the ask prices, respectively, of all of the market makers for
such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing
Bid Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such
security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the
Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with
the procedures in Section 15. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock
combination or other similar transaction during such period.


 



    	 	15	 



    	 



    

 


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


 


(e)       “Expiration
Date” means the earlier to occur of: (i) ninety (90) days after the date that the Registration Statement has been declared
effective by the SEC, or (ii) April 14, 2022 or, if such date falls on a day other than a Business Day or on which trading does
not take place on the Principal Market (a “Holiday”), the next date that is not a Holiday.


 


(f)       “Fundamental
Transaction” means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate
or merge with or into (whether or not the Company is the surviving entity) any other Person unless the shareholders of the Company
immediately prior to such consolidation or merger continue to hold more than 50% of the outstanding shares of Voting Stock after
such consolidation or merger, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially
all of its properties or assets to any other Person, or (3) allow any other Person to make a purchase, tender or exchange offer
that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares
of Voting Stock of the Company held by the Person or Persons making or party to, or associated or affiliated with the Persons making
or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other
Person whereby such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not including
any shares of Voting Stock of the Company 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), or (ii) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations
promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly
or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company.


 


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


 


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


 


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


 



    	 	16	 



    	 



    

 


(j)       “Voting
Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have
the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or
trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might
have voting power by reason of the happening of any contingency).


 


[signature page follows]


 



    	 	17	 



    	 



    

 


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


 


 


	 	DPW Holdings, Inc.
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name: Milton C. Ault, III	 
	 	Title: Chief Executive Officer	 


 


 


 


 


	 	Address:	201 Shipyard Way, Suite E
	 	 	Newport Beach, CA 92663


 



    	 		 



    	 



    

 


EXHIBIT A


 


EXERCISE NOTICE


TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS


WARRANT TO PURCHASE COMMON STOCK


 


DPW Holdings,
Inc.


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


 


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


 


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


 


____________          a “Cashless Exercise”
with respect to ________ Warrant Shares.


 


In the event that the Holder has elected a Cashless Exercise
with respect to some or all of the Warrant Shares, the Holder represents and warrants that __________ shares of Common Stock are
to be delivered pursuant to such Cashless Exercise, as further specified in Annex A to this Exercise Notice.


 


2.           Payment of Exercise Price. In the event
that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares, the Holder shall pay the Aggregate
Exercise Price in the sum of $     to the Company in accordance with the terms of the Warrant.


 


3.           Delivery of Warrant Shares and Net Number of
shares of Common Stock. The Company shall deliver to Holder, or its designee or agent as specified below, shares of Common
Stock in respect of the exercise contemplated hereby. Delivery shall be made to Holder, or for its benefit, to the following address:


 


	 	 
	 	 
	 	 


 


Date: _______________ __, ______


 



    	 		 



    	 



    

 


	 	 
	Name of Registered Holder	 


 


		By:		 
		 	Name:


Title:
	 


 


	 	Account Number:	 
	 	  (if electronic book entry transfer)
	 	 	 
	 	Transaction Code Number:	 
	 	  (if electronic book entry transfer)


 



    	 		 



    	 



    

 


ANNEX A TO EXERCISE NOTICE 


 


CASHLESS EXERCISE EXCHANGE CALCULATION


 


TO BE FILLED IN BY THE REGISTERED HOLDER TO EXCHANGE
THE WARRANT TO PURCHASE COMMON A STOCK FOR COMMON STOCK IN A CASHLESS EXERCISE PURSUANT TO SECTION 1(d) OF THE WARRANT


 


Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Warrant.


 


 


Net Number = (A x B)/C = shares of Common
Stock For purposes of the foregoing formula:


 


A= the total number of shares with respect
to which the Warrant is then being exercised 


 


B= Black Scholes Value (as defined in Section
18 of the Warrant)


 


C= the Closing Bid Price of the Common Stock
as of two (2) Trading Days prior to the time of such exercise (as such Closing Bid Price is defined in Section 18 of the Warrant)


 


 


		Date:	__________ ___, 20__



 


 


Name of Registered Holder


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 



    	 		 



    	 



    

 


EXHIBIT B


 


ACKNOWLEDGMENT


 


 


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


 


 


	 	DPW Holdings, Inc.
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title: