EXHIBIT 4.2


 


Warrant Certificate No. [_]-__


 


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


 


[Or]


 


[For Reg. S Purchasers -- THE SECURITIES
REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION
S) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY,
NONE OF THE SECURITIES REPRESENTED THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES
OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, AND IN EACH CASE ONLY IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT.]


 


Effective Date: _________, 2012Void
After: April __, 2017


 


RACKWISE, INC


 


[FORM OF]


 


WARRANT TO PURCHASE COMMON STOCK


 


Rackwise, Inc., a Nevada
corporation (the “Company”), for value received on __________, 2012 (the “Effective Date”),
hereby issues to _________ (the “Holder”) this Warrant (the “Warrant”) to purchase, ______________
(________) shares (each such share as from time to time adjusted as hereinafter provided being a “Warrant Share”
and all such shares being the “Warrant Shares”) of the Company’s Common Stock (as defined below), at the
Exercise Price (as defined below), as adjusted from time to time as provided herein, on or before April __, 2017 (the “Expiration
Date”), all subject to the following terms and conditions. This Warrant is one of a series of Warrants (collectively,
the “Warrants”) issued upon conversion of 12% Convertible Promissory Notes (the “Notes”)
of the Company sold pursuant to a private placement offering (the “Offering”) by the Company.


 






    	-1-



    	 



    
 





As used in this Warrant,
(i) “Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in the
City of New York, New York, are authorized or required by law or executive order to close; (ii) “Common Stock”
means the common stock of the Company, par value $0.0001 per share, including any securities issued or issuable with respect thereto
or into which or for which such shares may be exchanged for, or converted into, pursuant to any stock dividend, stock split, stock
combination, recapitalization, reclassification, reorganization or other similar event; (iii) “Exercise Price”
means $1.00 per share of Common Stock, subject to adjustment as provided herein; (iv) “Trading Day” means any
day on which the Common Stock is traded on the primary national or regional stock exchange on which the Common Stock is listed,
or if not so listed, the OTC Bulletin Board, if quoted thereon, is
open for the transaction of business; and (v) “Affiliate” means any person that, directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is under common control with, a person, as such terms are used and construed
in Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).


 


		1.	DURATION AND EXERCISE OF WARRANTS



 


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


 


		(b)	Exercise Procedures.



 


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


 


(A)delivery to
the Company of a duly completed and executed copy of the notice of exercise attached as Exhibit A (the “Notice
of Exercise”);


 


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


 


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


 






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(ii)While this Warrant
remains outstanding and exercisable in accordance with Section 1(a), in addition to the manner set forth in Section 1(b)(i), the
Holder may exercise all or any part of the Warrant in a “cashless” or “net-issue” exercise (a “Cashless
Exercise”) by delivering to the Company (1) the Notice of Exercise and (2) the original Warrant, pursuant to which the
Holder shall surrender the right to receive upon exercise of this Warrant, a number of Warrant Shares having a value (as determined
below) equal to the Aggregate Exercise Price, in which case, the number of Warrant Shares to be issued to the Holder upon such
exercise shall be calculated using the following formula:


 


X =Y * (A - B)


A


 


with:X = the number of Warrant
Shares to be issued to the Holder


 


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


 


A
= the fair market value per share of Common Stock on the date of exercise of this Warrant


 


B = the then-current Exercise
Price of the Warrant


 


Solely for the purposes
of this paragraph, “fair market value” per share of Common Stock shall mean (A) the average of the closing sales prices,
as quoted on the primary national or regional stock exchange on which the Common Stock is listed, or, if not listed, the OTC Bulletin
Board if quoted thereon, on the twenty (20) trading days immediately preceding the date on which the Notice of Exercise is deemed
to have been sent to the Company, or (B) if the Common Stock is not publicly traded as set forth above, as reasonably and in good
faith determined by the Board of Directors of the Company as of the date which the Notice of Exercise is deemed to have been sent
to the Company.


 


(iii)Upon
the exercise of this Warrant in compliance with the provisions of this Section 1(b), and except as limited pursuant to Section
1(b)(iv), the Company shall promptly issue and cause to be delivered to the Holder a certificate for the Warrant Shares purchased
by the Holder. Each exercise of this Warrant shall be effective immediately prior to the close of business on the date (the “Date
of Exercise”) that the conditions set forth in Section 1(b) have been satisfied, as the case may be. On the first Business
Day following the date on which the Company has received each of this original Warrant, the Notice of Exercise and the Aggregate
Exercise Price (or this original Warrant and a notice of a Cashless Exercise in accordance with Section 1(b)(ii)) (the “Exercise
Delivery Documents”), the Company shall transmit an acknowledgment of receipt of the Exercise Delivery Documents to the
Company’s transfer agent (the “Transfer Agent”). On or before the fifth
Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery
Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”)
Fast Automated Securities Transfer Program, upon the request of the Holder, 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 DTC
through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated
Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Notice of Exercise, a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common
Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, 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 of delivery of the certificates evidencing such Warrant Shares.


 






    	-3-



    	 



    
 


 


(iv)Notwithstanding
the foregoing provisions of this Section 1(b), the Holder may not exercise this Warrant if and to the extent that such exercise
would require the Company to issue a number of shares of Common Stock in excess of its authorized but unissued shares of Common
Stock, less all amounts of Common Stock that have been reserved for issue upon the conversion of all outstanding securities convertible
into shares of Common Stock and the exercise of all outstanding options, warrants and other rights exercisable for shares of Common
Stock. If the Company does not have the requisite number of authorized but unissued shares of Common Stock to permit the Holder
to exercise this Warrant, then the Company shall use commercially reasonable efforts to obtain the necessary stockholder consent
to increase the authorized number of shares of Common Stock to permit such Holder to exercise this Warrant pursuant to Section
1(b)(i).


 


(v)If the Company
shall fail for any reason or for no reason to issue to the Holder, within five (5) Business Days of receipt of the Exercise Delivery
Documents, a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common
Stock on the Company’s share register or to credit the Holder’s balance account with DTC for such number of shares
of Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant, and if on or after such Business
Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale
by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a “Buy-In”),
then the Company shall, within five (5) Business Days after the Holder’s request and in the Holder’s discretion, either
(i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any)
for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation
to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to
deliver to the Holder a certificate or certificates representing such shares of Common Stock and pay cash to the Holder in an amount
equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the closing
bid price on the date of exercise.


 


(c)Partial Exercise.
This Warrant shall be exercisable, either in its entirety or, from time to time, for part only of the number of Warrant Shares
referenced by this Warrant; provided, that any such partial exercise must be for an integral number of Warrant Shares. If this
Warrant is exercised in part, the Company shall issue, at its expense, a new Warrant, in substantially the form of this Warrant,
referencing such reduced number of Warrant Shares that remain subject to this Warrant.


 






    	-4-



    	 



    
 


 


(d)Limitations
on Exercises. Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by
the Holder hereof to the extent (but only to the extent) that such exercise would cause the Holder or any of its affiliates which
is not, prior to such exercise, already a beneficial owner of greater than 4.9% (the “Maximum Percentage”) of the Company’s
outstanding Common Stock to beneficially own in excess of the Maximum Percentage thereof; provided, however, that the Holder
may waive this Section 1(d) and/or increase the Maximum Percentage to an amount not to exceed 9.9% upon at least sixty-one (61)
days prior written notice to the Company. 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 (as defined in the Securities Purchase Agreement) and the rules and regulations promulgated thereunder. The
limitations contained in this paragraph shall apply to a successor Holder of this Warrant.


 


(e)Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance
with Section 15.


 


		2.	ISSUANCE OF WARRANT SHARES



 


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


 


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


 


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


 






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



 


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


 


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


 


(ii)Dividends
in Stock, Property, Reclassification. If at any time, or from time to time, the holders of Common Stock (or any shares of stock
or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive,
without payment therefore:


 


(A)any shares of
stock or other securities that are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any
rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution,
or


 


(B)additional stock
or other securities or property (including cash) by way of spin-off, split-up, reclassification, combination of shares or similar
corporate rearrangement (other than shares of Common Stock issued as a stock split or adjustments in respect of which shall be
covered by the terms of Section 3(a)(i) above),


 


then and in each such case, the Exercise
Price and the number of Warrant Shares to be obtained upon exercise of this Warrant shall be adjusted proportionately, and the
Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common
Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities
and property (including cash in the cases referred to above) that such Holder would hold on the date of such exercise had such
Holder been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled
to receive such shares or all other additional stock and other securities and property. The Exercise Price and the Warrant Shares,
as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in this
Section 3(a)(ii).


 






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(iii)Reorganization,
Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or reorganization of the capital
stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially
all of its assets or other transaction shall be effected in such a way that holders of Common Stock shall be entitled to receive
stock, securities or other assets or property (an “Organic Change”), then lawful and adequate provisions shall
be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares
of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented
by this Warrant) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in
exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore
purchasable and receivable assuming the full exercise of the rights represented by this Warrant. In the event of any Organic Change,
appropriate provision shall be made by the Company with respect to the rights and interests of the Holder of this Warrant to the
end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number
of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares
of stock, securities or assets thereafter deliverable upon the exercise hereof. To the extent necessary to effect the foregoing
provisions, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation
purchasing such assets shall assume by written instrument reasonably satisfactory in form and substance to the Holder executed
and mailed or delivered to the registered Holder hereof at the last address of such Holder appearing on the books of the Company,
the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions,
such Holder may be entitled to purchase. If
there is an Organic Change, then the Company shall cause to be mailed to the Holder at its last address as it shall appear on the
books and records of the Company, at least 10 calendar days before the effective date of the Organic Change, a notice stating the
date on which such Organic Change is expected to become effective or close, and the date as of which it is expected that holders
of the Common Stock of record shall be entitled to exchange their shares for securities, cash, or other property delivered upon
such Organic Change; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall
not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise this
Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such notice.
In any event, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation
purchasing such assets shall be deemed to assume such obligation to deliver to such Holder such shares of stock, securities or
assets even in the absence of a written instrument assuming such obligation to the extent such assumption occurs by operation of
law. 


 






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


 


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


 


(d)Adjustment
of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time prior
to the Expiration Date issue Additional Shares of Common Stock, as defined below, without consideration or for a consideration
per share less than the Exercise Price in effect immediately prior to such issue, then the Exercise Price shall be reduced, concurrently
with such issue, to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, (A) the
numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue plus (2) the number
of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional
Shares of Common Stock so issued would purchase at such Exercise Price; and (B) the denominator of which shall be the number of
shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common Stock so
issued; provided that, (i) for the purpose of this Section 3(d), all shares of Common Stock issuable upon conversion or
exchange of convertible securities outstanding immediately prior to such issue shall be deemed to be outstanding, and (ii) the
number of shares of Common Stock deemed issuable upon conversion or exchange of such outstanding convertible securities shall be
determined without giving effect to any adjustments to the conversion or exchange price or conversion or exchange rate of such
convertible securities resulting from the issuance of Additional Shares of Common Stock that is the subject of this calculation.
For purposes of this Warrant, “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the
Company after the Effective Date (including without limitation any shares of Common Stock issuable upon conversion or exchange
of any convertible securities or upon exercise of any option or warrant, on an as-converted basis), other than: (i) shares
of Common Stock issued or issuable upon conversion or exchange of any convertible securities or exercise of any options outstanding
on the Effective Date; (ii) shares of Common Stock issued or issuable upon conversion of the warrants issued in connection with
the Offering; (iii) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution
on shares of Common Stock that is covered by Sections 3(a)(i) through 3(a)(iii) above; (iv) shares of Common Stock issued in a
registered public offering under the Securities Act; (v) shares of Common Stock issued or issuable pursuant to the acquisition
of another corporation by the Corporation by merger, purchase of substantially all of the assets or other reorganization or to
a joint venture agreement; or (vi) shares of Common Stock issued or issuable to officers, directors and employees of, or consultants
to, the Company pursuant to stock grants, option plans, purchase plans or other employee stock incentive programs or arrangements
approved by the Board of Directors, or upon exercise of options or warrants granted to such parties pursuant to any such plan or
arrangement. The provisions of this Section 3(d) shall not operate to increase the Exercise Price. Notwithstanding any adjustment
to the Exercise Price pursuant to this Section 3(d), the number of shares of Common Stock issuable upon exercise of this Warrant
shall not be adjusted pursuant to this Section 3(d).


 






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		4.	TRANSFERS AND EXCHANGES OF WARRANT AND WARRANT SHARES



 


(a)Registration
of Transfers and Exchanges. Subject to Section 4(c), upon the Holder’s surrender of this Warrant, with a duly executed
copy of the Form of Assignment attached as Exhibit B, to the Secretary of the Company at its principal offices or at such
other office or agency as the Company may specify in writing to the Holder, the Company shall register the transfer of all or any
portion of this Warrant. Upon such registration of transfer, the Company shall issue a new Warrant, in substantially the form of
this Warrant, evidencing the acquisition rights transferred to the transferee and a new Warrant, in similar form, evidencing the
remaining acquisition rights not transferred, to the Holder requesting the transfer.


 


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


 


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


 


(d)Permitted
Transfers and Assignments. Notwithstanding any provision to the contrary in this Section 4, the Holder may transfer, with or
without consideration, this Warrant or any of the Warrant Shares (or a portion thereof) to the Holder’s Affiliates (as such
term is defined under Rule 144 of the Securities Act) without obtaining the opinion from counsel that may be required by Section
4(c)(ii), provided, that the Holder delivers to the Company and its counsel certification, documentation, and other assurances
reasonably required by the Company’s counsel to enable the Company’s counsel to render an opinion to the Company’s
Transfer Agent that such transfer does not violate applicable securities laws.


 






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		5.	MUTILATED OR MISSING WARRANT CERTIFICATE



 


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


 


		6.	PAYMENT OF TAXES



 


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


 


7.FRACTIONAL WARRANT SHARES


 


No fractional Warrant
Shares shall be issued upon exercise of this Warrant. Upon the full exercise of this Warrant, the Company, in lieu of issuing any
fractional Warrant Share, shall round up the number of Warrant Shares issuable to nearest whole share.


 


		8.	NO STOCK RIGHTS AND LEGEND



 


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


 


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


 






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[For Reg D purchasers:


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


 


[Or]


 


[For Reg. S purchasers:


“THESE SECURITIES
WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT,
AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.”]


 


		9.	RESERVED



 


		10.	NOTICES



 


All
notices, consents, waivers, and other communications under this Warrant must be in writing and will be deemed given to a party
when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b)
sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment; (c) received or rejected by the addressee,
if sent by certified mail, return receipt requested, if to the registered Holder hereof; or (d) seven days after the placement
of the notice into the mails (first class postage prepaid), to the Holder at the address, facsimile number, or e-mail address furnished
by the registered Holder to the Company in accordance with the Subscription Agreement by and between the Company and the Holder
or, if the registered Holder is not the original purchaser of this Warrant, then as provided in the Form of Assignment delivered
to the Company pursuant to Section 4(a) in connection with the assignment of this Warrant to such Holder, or if to the Company,
to it at 101 California Street, Suite 2450, San Francisco, CA 94111, Attention: Chief Executive
Officer (or to such other address, facsimile number, or e-mail address as the Holder or the Company as a party may designate by
notice the other party in accordance with this Section 10) with a copy to Gottbetter & Partners, 488 Madison Avenue, New York,
New York 10022, Attention: Adam S. Gottbetter, Esq.


 






    	-11-



    	 



    
 


 


		11.	SEVERABILITY



 


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


 


		12.	BINDING EFFECT



 


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


 


		13.	SURVIVAL OF RIGHTS AND DUTIES



 


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


 


		14.	GOVERNING LAW



 


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


 


		15.	DISPUTE RESOLUTION



 


In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall submit the disputed determinations or arithmetic calculations via facsimile within five (5)
Business Days of receipt of the Notice of Exercise giving rise to such dispute, as the case may be, to the Holder. If the Holder
and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three
Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, at
its sole discretion, within five (5) Business Days, submit via facsimile (a) the disputed determination of the Exercise Price to
an independent, reputable investment bank selected by the Company and approved by the Holder, or (b) the disputed arithmetic calculation
of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense the investment
bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder
of the results no later than ten (10) Business Days from the time it receives the disputed determinations or calculations; provided
that, if such disputed determination or arithmetic calculation being submitted by the Holder is determined to be incorrect, then
the expense of the investment bank or the accountant shall be the responsibility of the Holder. Such investment bank’s or
accountant’s determination or calculation, as the case may be, shall be final, binding and conclusive upon the parties
thereto. 


 






    	-12-



    	 



    
 


 


		16.	NOTICES OF RECORD DATE



 


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


 


		17.	RESERVATION OF SHARES



 


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


 


		18.	HEADINGS



 


The headings used in
this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.


 






    	-13-



    	 



    
 


 


		19.	AMENDMENT AND WAIVERS



 


Any term of this Warrant
may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively), with the written consent of the Company and the holders of a majority in interest of the
outstanding Warrants.


 


		20.	NO THIRD PARTY RIGHTS



 


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


 


[SIGNATURE PAGE FOLLOWS]


 






    	-14-



    	 



    
 


 


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


 


 


RACKWISE,
INC. 


 


 


By: ___________________________


Name:


Title:


 






    	-15-



    	 



    
 


 





EXHIBIT A


NOTICE OF EXERCISE


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


 


To Rackwise, Inc.:


 


The undersigned hereby
irrevocably elects to exercise this Warrant with respect to the purchase of ___________________ shares of Rackwise, Inc. common
stock issuable upon exercise of the Warrant and delivery of:


 


		(1)	$_________ (in cash as provided for in the foregoing Warrant) and any applicable taxes payable by the undersigned pursuant
to such Warrant; and/or



 


		(2)	A portion of the Warrant exercisable to purchase ___________ shares of Common Stock (pursuant to a Cashless Exercise in accordance
with Section 1(b)(ii) of the Warrant) (check here if the undersigned desires to deliver an unspecified number of shares equal to
the number sufficient to effect a Cashless Exercise [ ]).



 


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


 


_________________________________________


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

identification number (if applicable))*


 


_________________________________________


 


_________________________________________


 


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


 


_________________________________________


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


identification number (if applicable))*


 


_________________________________________


 


_________________________________________


 


 


Name of
Holder (print): ________________________


(Signature):
___________________________________


(By:)
_________________________________________


(Title:)
________________________________________


Dated: ________________________________________


 


 


__________________


*If Warrant Shares are to be issued in any name other than
that of the registered Holder of the Warrant, then the Holder must include an opinion of counsel, reasonably satisfactory to the
Company, to the effect that such issuance complies with all applicable securities laws.


 






    	-16-



    	 



    
 


EXHIBIT B


 


FORM OF ASSIGNMENT


 


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


 


 


	
        Name of Assignee

        (and social security or federal employer

        identification number (if applicable))
	Address	Number of Shares
	
         

         
	 	 
	
         

         
	 	 
	
         

         
	 	 
	
         

         
	 	 


 


 


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


 


 


Name of
Holder (print): ________________________


(Signature):
___________________________________


(By:)
_________________________________________


(Title:)
________________________________________


Dated: ________________________________________


 






    	-17-