Exhibit 4.2


 





 





THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1)
AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS,
OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


IN ADDITION, THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING,
SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY
ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS OF THE PUBLIC OFFERING
OF THE COMPANY’S SECURITIES PURSUANT TO REGISTRATION STATEMENT NO.: 333-193522 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.


 


ENERGOUS
Corporation


 


UNDERWRITER WARRANT


 


600,000  shares of Common Stock


 


March _______ , 2014


 


This UNDERWRITER
WARRANT (this “Warrant”) of Energous Corporation, a corporation, duly organized and validly existing under
the laws of the State of Delaware (the “Company”), is being issued pursuant to that certain Underwriting
Agreement, dated as of  March , 2014 (the “Underwriting Agreement”), between the Company and MDB Capital
Group, LLC (the “Underwriter”) relating to a firm commitment public offering (the “Offering”)
of shares of common stock, $0.00001 par value per share, of the Company (the “Common Stock”) underwritten
by the Underwriter.


 


FOR VALUE
RECEIVED, the Company hereby grants to MDB Capital Group, LLC and its permitted successors and assigns (collectively, the
“Holder”) the right to purchase from the Company up to 600,000 shares of Common Stock (such shares
underlying this Warrant, the “Warrant Shares”), at a per share purchase price equal to $7.50 (the
“Exercise Price”), subject to the terms, conditions and adjustments set forth below in this
Warrant.


 


1.              Date of Warrant Exercise. This Warrant shall become exercisable one hundred eighty
(180) days after the Base Date (the “Exercise Date”). As used in this Warrant, the term “Base
Date” shall mean March __________, 2014 (the effective date of the registration statement). Except as otherwise provided
for herein or as permitted by applicable rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), this
Warrant and the underlying Warrant Shares shall not be sold, transferred, assigned, pledged or hypothecated prior to the date that
is 180 days immediately following the Base Date pursuant to FINRA Rule 5110(g)(1), except as permitted under FINRA Rule 5110(g)(2).



 






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2.              Expiration of Warrant. This Warrant shall expire on the five (5) year anniversary of
the Base Date (the “Expiration Date”).


 


3.              Exercise of Warrant. This Warrant shall
be exercisable pursuant to the terms of this Section 3.


 


3.1 Manner of Exercise.


 


(a) This Warrant may
only be exercised by the Holder hereof on or after the Exercise Date and on or prior to the Expiration Date, in accordance with
the terms and conditions hereof, in whole or in part (but not as to fractional shares) with respect to any portion of this Warrant,
during the Company’s normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking
institutions in New York, New York are authorized by law to be closed (a “Business Day”), by surrender
of this Warrant to the Company at its office maintained pursuant to Section 10.2(a) hereof, accompanied by a written exercise notice
in the form attached as Exhibit A to this Warrant (or a reasonable facsimile thereof) duly executed by the Holder, together
with the payment of the aggregate Exercise Price for the number of Warrant Shares purchased upon exercise of this Warrant. Upon
surrender of this Warrant, the Company shall cancel this Warrant document and shall, in the event of partial exercise, replace
it with a new Warrant document in accordance with Section 3.3.


 


(b)  Except as provided for in Section 3.1(c) below, each exercise of this Warrant must be accompanied
by payment in full of the aggregate Exercise Price in cash by check or wire transfer in immediately available funds for the number
of Warrant Shares being purchased by the Holder upon such exercise.


 


(c)  The aggregate Exercise Price for the number of Warrant Shares being purchased may also, in
the sole discretion of the Holder, be paid in full or in part on a “cashless basis” at the election of the Holder:


 


		(i)	in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below)
of such Common Stock on the date of exercise);



 


		(ii)	in the form of Warrant Shares withheld by the Company from the Warrant
Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal
to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or



 


		(iii)	by a combination of the foregoing, provided that the combined value of all cash and the Fair Market
Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares
being purchased by the Holder.



 


For purposes of this
Warrant, the term “Fair Market Value” means with respect to a particular date, the average closing price of
the Common Stock for the five (5) trading days immediately preceding the applicable exercise herein as officially reported by the
principal securities exchange on which the Common Stock is then listed or admitted to trading, or, if the Common Stock is not listed
or admitted to trading on any securities exchange as determined in good faith by resolution of the Board of Directors of the Company,
based on the best information available to it.


 






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For purposes of illustration
of a cashless exercise of this Warrant under Section 3.1 (c)(ii) (or for a portion thereof for which cashless exercise treatment
is requested as contemplated by Section 3.1(c)(iii) hereof), the calculation of such exercise shall be as follows:


 


X = Y (A-B)/A



 


where:


 


X = the number of Warrant
Shares to be issued to the Holder (rounded to the nearest whole share).


 


Y = the number of Warrant Shares with respect to
which this Warrant is being exercised.


 


A = the Fair Market Value of the Common Stock.


 


B = the Exercise Price.


 


(d) For purposes of Rule
144 and sub-section (d)(3)(ii) thereof, it is intended, understood, and acknowledged that the Common Stock issuable upon exercise
of this Warrant in a cashless exercise transaction as described in Section 3.1(c) above shall be deemed to have been acquired at
the time this Warrant was issued. Moreover, it is intended, understood, and acknowledged that the holding period for the Common
Stock issuable upon exercise of this Warrant in a cashless exercise transaction as described in Section 3.1(c) above shall be deemed
to have commenced on the date this Warrant was issued.


 


3.2 When Exercise
Effective. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on
the Business Day on which this Warrant shall have been duly surrendered to the Company as provided in Sections 3.1 and 12 hereof,
and, at such time, the Holder in whose name any certificate or certificates for Warrant Shares shall be issuable upon exercise
as provided in Section 3.3 hereof shall be deemed to have become the holder or holders of record thereof of the number of Warrant
Shares purchased upon exercise of this Warrant.


 


3.3 Delivery of
Common Stock Certificates and New Warrant. As soon as reasonably practicable after each exercise of this Warrant, in whole
or in part, and in any event within three (3) Business Days thereafter, the Company, at its expense (including the payment by it
of any applicable issue taxes), will cause to be issued in the name of and delivered to the Holder hereof or, subject to Sections
9 and 10 hereof, as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct:


 


(a)  a certificate or certificates (with appropriate restrictive legends, as applicable) for the
number of duly authorized, validly issued, fully paid and non-assessable Warrant Shares to which the Holder shall be entitled upon
exercise; and


 


(b) in case exercise is in part only, a new Warrant document of like tenor, dated the date hereof,
for the remaining number of Warrant Shares issuable upon exercise of this Warrant after giving effect to the partial exercise of
this Warrant (including the delivery of any Warrant Shares as payment of the Exercise Price for such partial exercise of this Warrant).


 






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4.             
 Certain Adjustments. For so long as this Warrant is outstanding:


 


4.1 Mergers
or Consolidations. If at any time after the date hereof there shall be a capital reorganization (other than a combination or
subdivision of Common Stock otherwise provided for herein) resulting in a reclassification to or change in the terms of securities
issuable upon exercise of this Warrant (a “Reorganization”), or a merger or consolidation of the Company with
another corporation, association, partnership, organization, business, individual, government or political subdivision thereof
or a governmental agency (a “Person” or the “Persons”) (other than a merger with another
Person in which the Company is a continuing corporation and which does not result in any reclassification or change in the terms
of securities issuable upon exercise of this Warrant or a merger effected exclusively for the purpose of changing the domicile
of the Company) (a “Merger”), then, as a part of such Reorganization or Merger, lawful provision and
adjustment shall be made so that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant, the number
of shares of stock or any other equity or debt securities or property receivable upon such Reorganization or Merger by a holder
of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such
Reorganization or Merger. In any such case, appropriate adjustment shall be made in the application of the provisions of this Warrant
with respect to the rights and interests of the Holder after the Reorganization or Merger to the end that the provisions of this
Warrant (including adjustment of the Exercise Price then in effect and the number of Warrant Shares) shall be applicable after
that event, as near as reasonably may be, in relation to any shares of stock, securities, property or other assets thereafter deliverable
upon exercise of this Warrant. The provisions of this Section 4.1 shall similarly apply to successive Reorganizations and/or Mergers.


 


4.2 Splits and
Subdivisions; Dividends. In the event the Company should at any time or from time to time effectuate a split or subdivision
of the outstanding shares of Common Stock or pay a dividend in or make a distribution payable in additional shares of Common Stock
or other securities, or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional
shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration
by such holder for the additional shares of Common Stock or Common Stock Equivalents (including the additional shares of Common
Stock issuable upon conversion or exercise thereof), then, as of the applicable record date (or the date of such distribution,
split or subdivision if no record date is fixed), the per share Exercise Price shall be appropriately decreased and the number
of Warrant Shares shall be appropriately increased in proportion to such increase (or potential increase) of outstanding shares;
provided, however, that no adjustment shall be made in the event the split, subdivision, dividend or distribution is not effectuated.


 


4.3 Combination
of Shares. If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination
of the outstanding shares of Common Stock, the per share Exercise Price shall be appropriately increased and the number of shares
of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares.


 


4.4 Adjustments
for Other Distributions. In the event the Company shall declare a distribution payable in securities of other Persons, evidences
of indebtedness issued by the Company or other Persons, assets (excluding cash dividends or distributions to the holders of Common
Stock paid out of current or retained earnings and declared by the Company’s board of directors) or options or rights not
referred to in Sections 4.2 or 4.3 then, in each such case for the purpose of this Section 4.4, upon exercise of this Warrant,
the Holder shall be entitled to a proportionate share of any such distribution as though the Holder was the actual record holder
of the number of Warrant Shares as of the record date fixed for the determination of the holders of Common Stock of the Company
entitled to receive such distribution.


 






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5.                No Impairment. The Company will not, by amendment of its certificate of incorporation
or by-laws or through any consolidation, merger, reorganization, transfer of assets, 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, but will
at all times in good faith assist in the carrying out of all of the terms and in the taking of all actions necessary or appropriate
in order to protect the rights of the Holder against impairment.


 


6.                Notice as to Adjustments. With respect to each adjustment pursuant to Section 4 of
this Warrant, the Company, at its expense, will promptly compute the adjustment or re-adjustment in accordance with the terms of
this Warrant and furnish the Holder with a certificate certified and confirmed by the Secretary or Chief Financial Officer of the
Company setting forth, in reasonable detail, the event requiring the adjustment or re-adjustment and the amount of such adjustment
or re-adjustment, the method of calculation thereof and the facts upon which the adjustment or re-adjustment is based, and the
Exercise Price and the number of Warrant Shares or other securities purchasable hereunder after giving effect to such adjustment
or re-adjustment, which report shall be mailed by first class mail, postage prepaid to the Holder. 


 


7.                Reservation of Shares. The Company shall, solely for the purpose of effecting the exercise
of this Warrant, at all times during the term of this Warrant, reserve and keep available out of its authorized shares of Common
Stock, free from all taxes, liens and charges with respect to the issue thereof and not subject to preemptive rights of shareholders
of the Company, such number of its shares of Common Stock as shall from time to time be sufficient to effect in full the exercise
of this Warrant. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect
in full the exercise of this Warrant, in addition to such other remedies as shall be available to Holder, the Company will promptly
take such corporate action as may, in the opinion of its counsel, be necessary to increase the number of authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such purposes, including without limitation, using its
Reasonable Best Efforts (as defined in Section 14 hereof) to obtain the requisite shareholder approval necessary to increase the
number of authorized shares of Common Stock. The Company hereby represents and warrants that all shares of Common Stock issuable
upon exercise of this Warrant shall be duly authorized and, when issued and paid for upon exercise, shall be validly issued, fully
paid and nonassessable.


 


8.                Registration and Listing.


 


 8.1 Definition of Registrable
Securities; Majority. As used herein, the term “Registrable Securities” means any shares of Common Stock
issuable upon the exercise of this Warrant until the date (if any) on which such shares shall have been transferred or exchanged
and new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent
disposition of the shares shall not require registration or qualification under the Securities Act or any similar state law then
in force. For purposes of this Warrant, the term “Majority Holders” shall mean in excess of fifty percent (50%)
of the then outstanding Warrant Shares.


 


 8.2 Demand Registration Rights.


 


 (a) The Company, upon written demand
(“Demand Notice”) of the Majority Holders, agrees to register on one occasion all of the Registrable Securities.
On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering
the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to
have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however,
that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect
to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has
elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to
an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been
withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during
a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its
receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities
within ten days from the date of the receipt of any such Demand Notice.


 






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(b) The Company shall bear all fees
and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any
and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection
with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable
Securities in such states as are reasonably requested by the Majority 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, license or qualify to do business in such state, submit to general service of process in such state or
would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders
of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration
statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period
of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall
only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and
will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may
no longer be used due to a material misstatement or omission.


 


8.3 Incidental Registration
Rights.


 


(a) If the Company,
for a period of six (6) years commencing one (1) year after the Base Date, proposes to register any of its securities under the
Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or
pursuant to registration on Form S-4 or S-8 or any successor forms) whether for its own account or for the account of any holder
or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company
and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company
shall each such time give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice
to the holders of Registrable Securities of its intention to do so. The holders of Registrable Securities shall exercise the “piggy-back”
rights provided herein by giving written notice within ten (10) days after the receipt of any such notice (which request shall
specify the Registrable Securities intended to be disposed of by such holder). Except as set forth in Section 8.3(b), the Company
will use its Reasonable Best Efforts to effect the registration under the Securities Act of all of the Registrable Securities which
the Company has been so requested to register by such holder, to the extent required to permit the disposition of the Registrable
Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities
which the Company proposes to register. The Company will pay all Registration Expenses in connection with each registration of
Registrable Securities pursuant to this Section 8.3.


 






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(b) If the Company
at any time proposes to register any of its securities under the Securities Act as contemplated by this Section 8.3 and such securities
are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of Registrable Securities,
use its Reasonable Best Efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold
by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten
offering shall inform the Company by letter of its belief that inclusion in such distribution of all or a specified number of such
securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being
distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable
Securities, such Other Shares and shares held by the Company proposed so to be registered which may be distributed without such
effect), then the Company may, upon written notice to such holder, the other holders of Registrable Securities, and holders of
such Other Shares, reduce pro rata in accordance with the number of shares of Common Stock desired to be included in such registration
(if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable
Securities and Other Shares the registration of which shall have been requested by each holder thereof so that the resulting aggregate
number of such Registrable Securities and Other Shares so included in such registration, together with the number of securities
to be included in such registration for the account of the Company, shall be equal to the number of shares stated in such managing
underwriter’s letter.


 


 8.4 Registration Procedures.
Whenever the holders of Registrable Securities have properly requested that any Registrable Securities be registered pursuant to
the terms of this Warrant, the Company shall use its Reasonable Best Efforts to effect the registration for the sale of such Registrable
Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously
as possible:


 


(a) prepare and file
with the SEC a registration statement with respect to such Registrable Securities and use its Reasonable Best Efforts to cause
such registration statement to become effective;


 


(b) notify such holders
of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection therewith as may be necessary to (i) keep such registration
statement effective and the prospectus included therein usable for a period commencing on the date that such registration statement
is initially declared effective by the SEC and ending on the date when all Registrable Securities covered by such registration
statement have been sold pursuant to the registration statement or cease to be Registrable Securities, and (ii) comply with the
provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;


 






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(c) furnish to such
holders such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in
such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request
in order to facilitate the disposition of the Registrable Securities owned by such holders;


 


(d) use its Reasonable
Best Efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions
as such holders reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable
such holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such holders; provided,
however, that the Company shall not be required to: (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph; (ii) subject itself to taxation in any such jurisdiction; or (iii)
consent to general service of process in any such jurisdiction;


 


(e) notify such holders,
at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event
as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or
omits any material fact necessary to make the statements therein, in light of the circumstances in which they are made, not materially
misleading, and, at the reasonable request of such holders, the Company shall prepare a supplement or amendment to such prospectus
so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue
statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances
in which they are made, not materially misleading;


 


(f) provide a transfer
agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;


 


(g) make available
for inspection by any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant
or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and properties
of the Company, and cause the Company’s officers, directors, managers, employees and independent accountants to supply all
information reasonably requested by any such underwriter, attorney, accountant or agent in connection with such registration statement;


 


(h) otherwise use its
Reasonable Best Efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders,
as soon as reasonably practicable, an earnings statement of the Company, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act and, at the option of the Company, Rule 158 thereunder;


 


(i) in the event of
the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing
the use of any related prospectus or suspending the qualification of any Registrable Securities included in such registration statement
for sale in any jurisdiction, the Company shall use its Reasonable Best Efforts promptly to obtain the withdrawal of such order;
and


 


(j) if the offering
is underwritten, use its Reasonable Best Efforts to furnish on the date that Registrable Securities are delivered to the underwriters
for sale pursuant to such registration, an opinion dated such date of counsel representing the Company for the purposes of such
registration, addressed to the underwriters covering such issues as are reasonably required by such underwriters.


 






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8.5 Listing. The Company
shall secure the listing of the Common Stock underlying this Warrant upon each national securities exchange or automated quotation
system upon which shares of Common Stock are then listed or quoted (subject to official notice of issuance) and shall maintain
such listing of shares of Common Stock. The Company shall at all times comply in all material respects with the Company’s
reporting, filing and other obligations under the by-laws or rules of The NASDAQ Stock Market (or such other national securities
exchange or market on which the Common Stock may then be listed, as applicable).


 


8.6 Expenses. The Company
shall pay all Registration Expenses relating to the registration and listing obligations set forth in this Section 8. For purposes
of this Warrant, the term “Registration Expenses” means: (a) all registration, filing and FINRA fees, (b) all
reasonable fees and expenses of complying with securities or blue sky laws, (c) all word processing, duplicating and printing expenses,
(d) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of
any special audits or “cold comfort” letters required by or incident to such performance and compliance, (e) premiums
and other costs of policies of insurance (if any) against liabilities arising out of the public offering of the Registrable Securities
being registered if the Company desires such insurance, if any, and (f) fees and disbursements of one counsel for the selling holders
of Registrable Securities; provided however, that, in any case where Registration Expenses are not to be borne by the Company,
such expenses shall not include (and such expenses shall be borne by the Company): (i) salaries of Company personnel or general
overhead expenses of the Company, (ii) auditing fees, (iii) premiums or other expenses relating to liability insurance required
by underwriters of the Company, or (iv) other expenses for the preparation of financial statements or other data, to the extent
that any of the foregoing either is normally prepared by the Company in the ordinary course of its business or would have been
incurred by the Company had no public offering taken place. Registration Expenses shall not include any underwriting discounts
and commissions which may be incurred in the sale of any Registrable Securities and transfer taxes of the selling holders of Registrable
Securities.


 


8.7 Information
Provided by Holders. Any holder of Registrable Securities included in any registration shall furnish to the Company such information
as the Company may reasonably request in writing, including, but not limited to, a completed an executed questionnaire requesting
information customarily sought of selling security holders, to enable the Company to comply with the provisions hereof in connection
with any registration referred to in this Warrant.


 


8.8 FINRA Public Offering System
Filings. In the event that a registration statement covering the Registrable Securities is filed, within one (1) Business Day
of the filing of such registration statement, the Company will prepare and file the selling stockholder resale offering described
in such registration statement for review by FINRA via the FINRA’s Public Offering System filing system (“Public
Offering System Filing”) for the purpose of having the prospectus contained within such registration statement treated
as a “base prospectus” in connection with such resale offering. The Company will use its Reasonable Best Efforts to
have the Public Offering System Filing approved by FINRA within thirty (30) days of such filing date. The Company shall bear all
expenses of the Public Offering System Filing, including fees and expenses of counsel or other advisors to the Holder. In all circumstances,
the Company shall pay for all FINRA filing fees associated with the Public Offering System Filing.


 






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8.9 Effectiveness Period.
The Company shall use its Reasonable Best Efforts to keep each registration statement contemplated hereunder continuously effective
under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities covered by such Registration
Statement have been sold or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without
registration under the Securities Act and without volume restrictions pursuant to Rule 144 under the Securities Act, as determined
by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s
transfer agent and the affected holders of Registrable Securities.


 


8.10 Net Cash Settlement.
Notwithstanding anything herein to the contrary, in no event will the Holder hereof be entitled to receive a net-cash settlement
as liquidated damages in lieu of physical settlement in shares of Common Stock, regardless of whether the Common Stock underlying
this Warrant is registered pursuant to an effective registration statement; provided, however, that the foregoing will not preclude
the Holder from seeking other remedies at law or equity for breaches by the Company of its registration obligations hereunder.


 


8.11 Termination of Registration
Rights. The registration rights afforded to the Holder under this Section 8 shall terminate on the earliest date when all Registrable
Securities of the Holder: (i) have been publicly sold by the Holder pursuant to a Registration Statement, (ii) have been covered
by an effective Registration Statement on Form S-3 (or successor form), which may be kept effective as an evergreen Registration
Statement, in which case it will be maintained as effective until all the Registrable Securities of the Holder have been publicly
sold or the Company has ceased to be a reporting registrant under the Securities Exchange Act of 1934, as amended, or (iii) may
be sold by the Holder pursuant to Rule 144 without regard to both the volume limitations for sales as provided in Rule 144 and
the limitations for such sales provided in Rule 144(i), if applicable, as determined by the counsel to the Company pursuant to
a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holder.


 


9.                Restrictions on Transfer.


 


9.1 Restrictive
Legends. This Warrant and each Warrant issued upon transfer or in substitution for this Warrant pursuant to Section 10 hereof,
each certificate for Common Stock issued upon the exercise of the Warrant and each certificate issued upon the transfer of any
such Common Stock shall be transferable only upon satisfaction of the conditions specified in this Section 9. Each of the foregoing
securities shall be stamped or otherwise imprinted with a legend reflecting the restrictions on transfer set forth herein and any
restrictions required under the Securities Act or other applicable securities laws.


 


9.2 Notice of Proposed
Transfer. Prior to any transfer of any securities which are not registered under an effective registration statement under
the Securities Act (“Restricted Securities”), which transfer may only occur if there is an exemption
from the registration provisions of the Securities Act and all other applicable securities laws, the Holder will give written notice
to the Company of the Holder’s intention to effect a transfer (and shall describe the manner and circumstances of the proposed
transfer). The following provisions shall apply to any proposed transfer of Restricted Securities:


 






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(i)                  
If in the opinion of counsel for the Holder reasonably satisfactory to the Company the proposed
transfer may be effected without registration of the Restricted Securities under the Securities Act (which opinion shall state
in detail the basis of the legal conclusions reached therein), the Holder shall thereupon be entitled to transfer the Restricted
Securities in accordance with the terms of the notice delivered by the Holder to the Company. Each certificate representing the
Restricted Securities issued upon or in connection with any transfer shall bear the restrictive legends required by Section 9.1
hereof.


 


(ii)                
If the opinion called for in (i) above is not delivered, the Holder shall not be entitled
to transfer the Restricted Securities until either: (x) receipt by the Company of a further notice from such Holder pursuant to
the foregoing provisions of this Section 9.2 and fulfillment of the provisions of clause (i) above, or (y) such Restricted Securities
have been effectively registered under the Securities Act.


 


9.3 Certain Other
Transfer Restrictions. Notwithstanding any other provision of this Section 9: (i) prior to the Exercise Date, this Warrant
or the Restricted Securities thereunder may only be transferred or assigned to the persons permitted under FINRA Rule 5110(g),
and (ii) subject at all times to FINRA Rule 5110(g), no opinion of counsel shall be necessary for a transfer of Restricted Securities
by the holder thereof to any Person employed by or owning equity in the Holder, if the transferee agrees in writing to be subject
to the terms hereof to the same extent as if the transferee were the original purchaser hereof and such transfer is permitted under
applicable securities laws.


 


9.4 Termination of
Restrictions. Except as set forth in Section 9.3 hereof and subject at all times to FINRA Rule 5110(g), the restrictions imposed
by this Section 9 upon the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities:
(a) which shall have been effectively registered under the Securities Act, or (b) when, in the opinion of counsel for the Company,
such restrictions are no longer required in order to insure compliance with the Securities Act or Section 10 hereof. Whenever such
restrictions shall cease and terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive from the
Company, without expense (other than applicable transfer taxes, if any), new securities of like tenor not bearing the applicable
legends required by Section 9.1 hereof.


 


10.             Ownership, Transfer, Sale and Substitution
of Warrant.


 


10.1 Ownership of
Warrant. The Company may treat any Person in whose name this Warrant is registered in the Warrant Register maintained pursuant
to Section 10.2(b) hereof as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, except
that, if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer thereof
as the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject to Sections 9 and 10 hereof,
this Warrant, if properly assigned, may be exercised by a new holder without a new Warrant first having been issued.


 


10.2 Office; Exchange of Warrant.


 


(a)  The Company will maintain its principal office at the location identified in the prospectus
relating to the Offering or at such other offices as set forth in the Company’s most current filing (as of the date notice
is to be given) under the Securities Exchange Act of 1934, as amended, or as the Company otherwise notifies the Holder.


 






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(b)  The Company shall cause to be kept at its office maintained pursuant to Section 10.2(a) hereof
a Warrant Register for the registration and transfer of the Warrant. The name and address of the holder of the Warrant, the transfers
thereof and the name and address of the transferee of the Warrant shall be registered in such Warrant Register. The Person in whose
name the Warrant shall be so registered shall be deemed and treated as the owner and holder thereof for all purposes of this Warrant,
and the Company shall not be affected by any notice or knowledge to the contrary.


 


(c) Upon the surrender
of this Warrant, properly endorsed, for registration of transfer or for exchange at the office of the Company maintained pursuant
to Section 10.2(a) hereof, the Company at its expense will (subject to compliance with Section 9 hereof, if applicable) execute
and deliver to or upon the order of the Holder thereof a new Warrant of like tenor, in the name of such holder or as such holder
(upon payment by such holder of any applicable transfer taxes) may direct, calling in the aggregate on the face thereof for the
number of shares of Common Stock called for on the face of the Warrant so surrendered (after giving effect to any previous adjustment(s)
to the number of Warrant Shares).


 


10.3 Replacement
of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this Warrant, upon delivery of indemnity reasonably satisfactory
to the Company in form and amount or, in the case of any mutilation, upon surrender of this Warrant for cancellation at the office
of the Company maintained pursuant to Section 10.2(a) hereof, the Company will execute and deliver, in lieu thereof, a new Warrant
of like tenor and dated the date hereof.


 


10.4 Opinions.
In connection with the sale of the Warrant Shares by Holder, the Company agrees to cooperate with the Holder, and at the Company’s
expense, have its counsel provide any legal opinions required to remove the restrictive legends from the Warrant Shares in connection
with a sale, transfer or legend removal request of Holder.


 


11.             No Rights or Liabilities as Stockholder. No Holder shall be entitled to vote or receive
dividends or be deemed the holder of any shares of Common Stock or any other securities of the Company which may at any time be
issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as
such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted
to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization,
issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive
notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and
the shares of Common Stock purchasable upon the exercise hereof shall have become deliverable, as provided herein. The Holder will
not be entitled to share in the assets of the Company in the event of a liquidation, dissolution or the winding up of the Company.


 


12.              Notices. Any notice or other communication in connection with this Warrant shall be
given in writing and directed to the parties hereto as follows: (a) if to the Holder, at the address of the holder in the warrant
register maintained pursuant to Section 10 hereof, or (b) if to the Company, to the attention of its Chief Executive Officer at
its office maintained pursuant to Section 10.2(a) hereof; provided, that the exercise of the Warrant shall also be effected
in the manner provided in Section 3 hereof. Notices shall be deemed properly delivered and received when delivered to the notice
party (i) if personally delivered, upon receipt or refusal to accept delivery, (ii) if sent via facsimile, upon mechanical confirmation
of successful transmission thereof generated by the sending telecopy machine, (iii) if sent by a commercial overnight courier for
delivery on the next Business Day, on the first Business Day after deposit with such courier service, or (iv) if sent by registered
or certified mail, five (5) Business Days after deposit thereof in the U.S. mail.


 






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13.              Payment
of Taxes. The Company will pay all documentary stamp taxes attributable to the issuance of shares of Common Stock underlying
this Warrant upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the transfer or registration of this Warrant or any certificate for shares
of Common Stock underlying this Warrant in a name other that of the Holder. The Holder is responsible for all other tax liability
that may arise as a result of holding or transferring this Warrant or receiving shares of Common Stock underlying this Warrant
upon exercise hereof.


 


14.              Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged
or terminated only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or
termination is sought. This Warrant shall be construed and enforced in accordance with and governed by the laws of the State of
New York. Each of the parties consents to the exclusive jurisdiction of the Federal courts whose districts encompass any part of
the County of New York located in the City of New York in connection with any dispute arising under this Agreement and hereby waives,
to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing
of any such proceeding in such jurisdictions. Each party to this Agreement irrevocably consents to the service of process in any
such proceeding by any manner permitted by law. The section headings in this Warrant are for purposes of convenience only and shall
not constitute a part hereof. When used herein, the term “Reasonable Best Efforts” means, with respect to the
applicable obligation of the Company, reasonable best efforts for similarly situated, publicly-traded companies.


 


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


 





	 	Energous Corporation
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 









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EXHIBIT A

FORM OF EXERCISE NOTICE

[To be executed only upon exercise of Warrant]


To ENERGOUS CORPORATION:


 


The undersigned registered holder of the within Warrant hereby
irrevocably exercises the Warrant pursuant to Section 3.1 of the Warrant with respect to [_____] Warrant Shares, at an exercise
price of $[____] per share, and requests that the certificates for such Warrant Shares be issued, subject to Sections 9
and 10, in the name of and delivered to:


 





	 
	 
	 
	 


 


 


The
undersigned is hereby making payment for the Warrant Shares in the following manner:


[check one]


 


[ ] by cash in accordance with Section 3.1(b) of the Warrant


[ ] via cashless exercise in accordance with Section
3.1(c) of the Warrant in the following manner:


 





	 
	 
	 


 





The
undersigned hereby represents and warrants that it is, and has been since its acquisition of the Warrant, the record and beneficial
owner of the Warrant.


Dated:                                             


 


______________________________________________


 Print or Type Name


 


______________________________________________


(Signature
must conform in all respects to name of

 holder as specified on the face of Warrant)


 


______________________________________________


(Street
Address)


 


______________________________________________


(City)                              (State)                          (Zip
Code)


 






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EXHIBIT B

FORM OF ASSIGNMENT

[To be executed only upon transfer of Warrant]


 


For value received, the undersigned registered holder of the
within Warrant hereby sells, assigns and transfers unto______________________ [include name and addresses] the rights represented
by the Warrant to


purchase________ shares of Common Stock of ENERGOUS CORPORATION
to which the Warrant relates, and appoints________ Attorney to make such transfer on the books of ENERGOUS CORPORATION maintained
for the purpose, with full power of substitution in the premises.


 





	Dated: 	 	 
	 	(Signature must conform in all

 respects to name of holder as

 specified on the face of Warrant)	 
	 	 	 
	 	 	 
	 	(Street Address)	 
	 	 	 
	 	 	 
	 	(City)                       (State)                               (Zip Code)	 
	Signed in the presence of:	 	 
	 	 	 
	 	(Signature of Transferee)	 
	 	 	 
	 	 	 
	 	(Street Address)	 
	 	 	 
	 	 	 
	 	(City)                       (State)                               (Zip Code)	 
	 	 	 
	Signed in the presence of:	 	 


 






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