Exhibit 4.4



 

WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (“Agreement”)
is made as of [●], 2021, between Ault Disruptive Technologies Corporation, a Delaware corporation, with offices at 11411 Southern
Highlands Parkway, Suite 240, Las Vegas, Nevada 89141 (“Company”), and Continental Stock Transfer & Trust
Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the
“Warrant Agent”, also referred to herein as the “Transfer Agent”).


 


 WHEREAS, the Company is
engaged in an initial public offering (“Public Offering”) of up to 10,000,000 units of the Company’s equity
securities (or up to 11,500,000 units if the Over-allotment Option (as defined below) is exercised in full), each such unit comprised
of one share of common stock of the Company, par value $0.001 per share (“Common Stock”), and three-fourths of one
redeemable Public Warrant (as defined below) (the “Units”), and, in connection therewith, has determined to issue
and deliver up to 7,500,000 warrants (or up to 8,625,000 warrants if the Over-allotment Option is exercised in full) to public investors
in the Public Offering (the “Public Warrants”); and 


 


 WHEREAS, the Company has
entered into that certain Placement Warrant Purchase Agreement (the “Placement Warrant Purchase Agreement”) with Ault
Disruptive Technologies Company, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the
Sponsor agreed to purchase an aggregate of 6,500,000 warrants (or up to 7,100,000 warrants if the Over-allotment Option is exercised
in full) simultaneously with the closing of the Public Offering bearing the legend set forth in Exhibit B hereto (the “Private
Warrants”) at a purchase price of $1.00 per Private Warrant; and 


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or
an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated to, loan to the Company funds as
the Company may require, of which up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant (the
“Working Capital Warrants”); and


 


 WHEREAS, the Company has
filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File
No. 333-260825 (“Registration Statement”), and a prospectus (the “Prospectus”) for
the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants
and the Common Stock included in the Units; and 


 


WHEREAS, following effectiveness
of the Public Offering, the Company may issue additional warrants (the “Post IPO Warrants” and, together with the
Public Warrants, Private Warrants and Working Capital Warrants, the “Warrants”) in connection with, or following the
consummation by the Company of, a Business Combination; and


 


WHEREAS, each whole Warrant
entitles the holder thereof to purchase one share of Common Stock for $11.50 per whole share of Common Stock, subject to adjustment as
described herein, and only whole Warrants are exercisable; and


   


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption, and exercise of the Warrants; and


 


WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, obligations, duties and indemnities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution
and delivery of this Agreement.


 





    	 		 



    	 



    

 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows: 


 


1.       Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2.       Warrants.


 


2.1.      
Form of Warrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be in substantially
the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature
of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary or other principal officer
of the Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed
upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it
may be issued with the same effect as if such person had not ceased to serve in such capacity at the date of issuance. All of the Public
Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”).


 


2.2.       Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement,
a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3.       Registration.


 


2.3.1.       Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more Book-Entry Warrant Certificates
deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee
of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall
be effected through, records maintained by (A) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (B) institutions
that have accounts with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to
deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to
deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”).
Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications
and omissions, as provided above.


 


2.3.2.       Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant is then registered in the Warrant Register (the “Registered Holder”) as the
absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on
the Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 





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2.4.       Detachability
of Warrants. The Common Stock and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the
date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New
York City are generally open for normal business (a “Business Day”), then on the immediately succeeding Business Day
following such date, or earlier (the “Detachment Date”) with the consent of A.G.P./Alliance Global Partners (the “Representative”),
but in no event shall the Common Stock and the Public Warrants comprising the Units be separately traded until (A) the Company has
filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting the receipt by the Company of
the gross proceeds of the Public Offering, including the proceeds received by the Company from the exercise by the underwriters of their
right to purchase additional Units in the Public Offering (the “Over-allotment Option”), if the Over-allotment Option
is exercised prior to the filing of the Form 8-K, and (B) the Company issues a press release announcing when such separate
trading shall begin.


 


 2.5.       Fractional
Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one share
of Common Stock and three-fourths of one Public Warrant. If, upon the detachment of Public Warrants from Units or otherwise, a holder
of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number of Warrants to
be issued to such holder. 


 


2.6.       Private
Warrants. The Private Warrants shall be identical to the Public Warrants, except as described in Section 5.6 hereof.


 


2.7.       Working
Capital Warrants. Each of the Working Capital Warrants shall be identical to the Private Warrants.


 


2.8.       Post
IPO Warrants. The Post IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants
except as may be agreed upon by the Company.


 


3.       Terms
and Exercise of Warrants


 


3.1.       Warrant
Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement,
including, without limitation, subsection 3.3.5, to purchase from the Company the number of shares of Common Stock stated therein, at
the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
The term “Warrant Price” as used in this Agreement shall mean the price per share at which shares of Common Stock
may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior
to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall
provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further
that any such reduction shall be identical among all of the Warrants.


 


3.2.       Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later
of (A) the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities (“Business Combination”) (as described
more fully in the Registration Statement) or (B) one (1) year after the date that the Registration Statement for the Public Offering
is declared effective by the SEC, and terminating at 5:00 p.m., New York City time, on the date that is five (5) years after the consummation
of the Company’s initial Business Combination or earlier upon redemption or the liquidation of the Company (“Expiration
Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable
conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement. Except with respect to the right
to receive the Redemption Price (as defined below) in the event of a redemption (as set forth in Section 6 hereof), each outstanding
Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof
under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days
prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall
be identical in duration among all the Warrants.


 



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3.3.       Exercise
of Warrants.


 


3.3.1.       Payment.
Subject to the provisions of the Warrant and this Agreement, including, without limitation, subsection 3.3.5, a Warrant may be exercised
by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate
evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry
Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes
in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”)
shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse
of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance
with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which
the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant
for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:


 


(a) in lawful money of the
United States, by good certified check, good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately
available funds;


 


(b) in the event of a redemption
pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to require
all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number
of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying
the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the
Fair Market Value. Solely for purposes of this subsection 3.3.1(b), Section 6.3 and Section 7.4, the term “Fair Market
Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the
third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6
hereof; or 


 


(c) as provided in Section
7.4 hereof.


 


3.3.2.       Issuance
of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such
Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which such holder of a
Warrant is entitled, registered in such name or names as may be directed by such holder of a Warrant, and if such Warrant shall not have
been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as
to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are
exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate,
or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing,
the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation
to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying
the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations
under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise
of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration
or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the
conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not
be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing
such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit.
In no event shall the Company be required to net cash settle the Warrant exercise. The Company may require holders of Public Warrants
to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless
basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share
of Common Stock, the Company shall round down to the nearest whole number, the number of shares of Common Stock to be issued to such
holder.


 





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3.3.3.       Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.


 


3.3.4.       Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock is issued
shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which the Warrant,
or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date
when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have
become the holder of such shares of Common Stock at the opening of business on the next succeeding date on which the share transfer books
or book-entry system are open. 


 


3.3.5.       Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained
in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless the holder of the Warrant
makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant,
and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person
(together with such person’s affiliates) or any “group” of which holder or such holder’s affiliates is a member,
would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”)
of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the
aggregate number of shares of Common Stock beneficially owned by such person and such person’s affiliates, or any “group”
of which such person and such person’s affiliates is a member, shall include the number of shares of Common Stock issuable upon
exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock
that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person
and such person’s affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Company beneficially owned by such person and such person’s affiliates (including, without limitation, any convertible notes,
convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein.
Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable
regulations of the SEC. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable
regulations of the SEC, and the percentage held by such holder shall be determined in a manner consistent with the provisions of Section
13(d) of the Exchange Act. To the extent that a holder makes the election described in this subsection 3.3.5, the Warrant Agent shall
not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant unless it provides
to the Warrant Agent in its Election to Purchase, a certification that, upon after giving effect to such exercise, such person (together
with such person’s affiliates) or any “group” of which holder or such holder’s affiliates is a member, would
beneficially own in excess of the Maximum Percentage of the shares of Common Stock outstanding immediately after giving effect to such
exercise as determined in accordance with this subsection 3.3.5. For purposes of the Warrant, in determining the number of outstanding
shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s
most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, current report on Form 8-K or other
public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice
by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon
the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing
to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and such holder’s
affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company,
the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage
specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st)
day after such notice is delivered to the Company.


 



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4.       Adjustments.


 


4.1.       Stock
Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.7 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of Common Stock
or other similar event, then, on the effective date of such stock dividend, split up or similar event, the number of shares of Common
Stock issuable on exercise of each whole Warrant shall be increased in proportion to such increase in the outstanding shares of Common
Stock. A rights offering to holders of Common Stock entitling Warrant holders to purchase shares of Common Stock at a price less than
the fair market value shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of (a) the number of
shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering
that are convertible into or exercisable for Common Stock) and (b) one (1) minus the quotient of (x) the price per share of Common Stock
paid in such rights offering divided by (y) the Fair Market Value (as defined below). Solely for purposes of this Section 4.1, (i) if
the rights offering is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock,
there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise
or conversion and (ii) solely for the purpose of this Section 4.1, the term “Fair Market Value” means the volume weighted
average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date
on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive
such rights.


 


4.2.       Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.7 hereof, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar
event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number
of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares
of Common Stock.


  


4.3.       Adjustments
in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided
in Section 4.1 and Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon
the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.


 


4.4.       Replacement
of Securities Upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock
(other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in
the case of any merger or consolidation of the Company with or into another entity (other than a consolidation or merger in which the
Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of
Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company
as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the
shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holders of the Warrants
would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification
also results in a change in the Common Stock covered by Section 4.1 or 4.2, then such adjustments shall be made pursuant to Sections
4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share
issuable upon exercise of the Warrant.


 





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4.5.       Issuance
in Connection with a Business Combination. If, in connection with the initial Business Combination, the Company (a) issues additional
shares of Common Stock or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such
issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such
issuance to the Sponsor or its affiliates, without taking into account any shares of the Company’s Common Stock initially purchased
by the Sponsor in a private placement prior to the Public Offering (the “Founder Shares”), held by the Sponsor or
its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial
Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (c) the Market Value
(as defined below) is below $9.20 per share, then the exercise price of the warrants shall be adjusted (to the nearest cent) to be equal
to 115% of the greater of (i) the Market Value and (ii) the Newly Issued Price, and the Redemption Trigger Price (as defined below) shall
be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value and (ii) the Newly Issued Price. Solely
for purposes of this Section 4.5, the “Market Value” shall mean the volume weighted average trading price of the Common
Stock during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the initial Business
Combination.      


 


4.6.       Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence
of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date
or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of
such event.


 


4.7.       No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.


 


4.8.       Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated in the Warrants initially
issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the
form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued
or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.9.       Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of this
Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid
an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the
Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing,
which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The
Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion. For the
avoidance of doubt, all adjustments made pursuant to this Section 4.9 shall be made equally to all outstanding Warrants.


 


5.       Transfer
and Exchange of Warrants.


 


5.1.       Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed with signatures, properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number
of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants
so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 



    	 	7	 



    	 



    


 


5.2.       Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer,
and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise
provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and Definitive
Warrant Certificate may be transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor
depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered
for transfer bears a restrictive legend (as in the case of the Private Warrants and the Working Capital Warrants), the Warrant Agent
shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for
the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3.       Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance
of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.


  


5.4.       Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5.       Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms
of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required
by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6.       Private
Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants
until at least thirty (30) days after the consummation of the Company’s initial Business Combination, except for transfers (i) to
the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any
members of the Sponsor, or any affiliates of the Sponsor, (ii) in the case of an individual, by gift to a member of one of the members
of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate
family, an affiliate of such person or to a charitable organization, (iii) in the case of an individual, by virtue of laws of descent
and distribution upon death of any of the Company’s officers, directors, the initial stockholders or members of the Sponsor, (iv)
in the case of individual, pursuant to a qualified domestic relations order, (v) by private sales or transfers made in connection with
the consummation of an initial Business Combination at prices no greater than the price at which the securities were originally purchased,
(vi) in connection with the Company’s liquidation prior to the consummation of the Company’s initial Business Combination,
(vii) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, or
(viii) in connection with the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction
which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property subsequent to the consummation of the Company’s initial Business Combination, in each case (except for clauses
(vi) and (viii)) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation
pursuant to which each transferee (each a “Permitted Transferee”) or the trustee or legal guardian for such Permitted Transferee
agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound
by.


 


5.7.       Transfer
of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which
such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore,
each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding
the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Warrants on and after the Detachment Date.


 





    	 	8	 



    	 



    

 


6.       Redemption.


 


6.1.       Redemption
of Warrants for Cash. All, but not less than all, of the outstanding Warrants may be redeemed, at the option of the Company, at any
time while they are exercisable and prior to their expiration, at the corporate trust department of the Warrant Agent, upon notice to
the Registered Holders of the Warrants, as described in Section 6.2 below, at the price of $0.01 per Warrant (“Redemption
Price”); provided that the last sales price of the Common Stock equals or exceeds $18.00 per share (subject to adjustment in
accordance with Section 4 hereof) (the “Redemption Trigger Price”), for any twenty (20) trading days within
a thirty (30) trading day period commencing after the Warrants become exercisable and ending three (3) days prior to the date on
which notice of redemption is given and provided that there is an effective registration statement covering the shares of Common Stock
issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption
Period (as defined in Section 6.2 below) or the Company has elected to require the exercise of the Warrants on a “cashless basis”
pursuant to subsection 3.3.1(b) and such cashless exercise is exempt from registration under the Securities Act.


 


6.2.       Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section 6.1,
the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (such period, the “Redemption
Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration
books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered
Holder received such notice.


  


6.3.       Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with subsection 3.3.1(b)
of this Agreement, as applicable) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants to exercise their
Warrants on a “cashless basis” pursuant to subsection 3.3.1(b), the notice of redemption shall contain the information
necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including the “Fair Market
Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder
of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


7.       Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1.       No
Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other
matter.


 


7.2.      Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent
may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated,
or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3.       Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common
Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 





    	 	9	 



    	 



    

 


7.4.       Registration
of Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1.       Registration
of the Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after
the consummation of the Company’s initial Business Combination, it shall use its best efforts to file with the SEC a registration
statement registering, under the Securities Act, the issuance of the shares of Common Stock issuable upon exercise of the Warrants. The
Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement.
If any such registration statement has not been declared effective by the 60th Business Day following the consummation of the initial
Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the consummation
of the initial Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other
period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable
upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance
with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of shares of Common Stock
equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied
by the difference between the exercise price of the Warrants and the “Fair Market Value” (as such term is defined in subsection
3.3.1(b) hereof) by (y) the Fair Market Value. The date that notice of cashless exercise is received by the Warrant Agent shall
be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company
shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities
law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1
is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be
freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities
Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided
in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company
shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 


7.4.2.       Cashless
Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed on a national securities
exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any
successor rule), the Company may, at its option, require holders to exercise their Warrants on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (i) in the event the Company
so elects, the Company shall not be required to file or maintain in effect a registration statement for the registration, under the Securities
Act, of the Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary or (ii) if
the Company does not so elect, the Company agrees to use its best efforts to register or qualify for sale the Common Stock issuable upon
exercise of the Public Warrants under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent
an exemption is not available.


 


8.       Concerning
the Warrant Agent and Other Matters.


 


8.1.       Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be
obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


8.2.       Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1.       Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the corporate
trust department of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty
(30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant
(who shall, with such notice, submit such holder’s Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New
York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, indemnities, duties,
and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the
expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any
and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, indemnities, duties, and obligations.


 



    	 	10	 



    	 



    

 


8.2.2.       Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the Transfer Agent for the shares of Common Stock not later than the effective date of any such appointment.


 


8.2.3.       Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.


 


8.3.       Fees
and Expenses of Warrant Agent.


 


8.3.1.       Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as Warrant Agent hereunder and shall, pursuant to
its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably
incur in the execution of its duties hereunder.


 


8.3.2.       Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.


 


8.4.       Liability
of Warrant Agent.


 


8.4.1.       Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, Secretary or Chairman
of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or
suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2.       Indemnity.
The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s
fraud, gross negligence, willful misconduct or bad faith.


  


8.4.3.       Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement
or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and nonassessable.


 





    	 	11	 



    	 



    

 


8.5.       Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and
concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common Stock
through the exercise of the Warrants.


 


8.6.       Waiver.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or
to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims
against the Trust Account and any and all rights to seek access to the Trust Account.


 


9.       Miscellaneous
Provisions.


 


9.1.       Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to
the benefit of their respective successors and assigns.


 


9.2.       Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in
writing by the Company with the Warrant Agent), as follows:


 


Ault Disruptive Technologies Corporation


11411 Southern Highlands Parkway, Suite 240


Las Vegas, Nevada 89141


Attn: Mr. William B. Horne, Chief Executive Officer


 


Any notice, statement or
demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall
be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within
five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent
with the Company), as follows:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Compliance Department


 


with a copy in each case to:


 


Olshan Frome Wolosky LLP


1325 Avenue of the Americas, 15th Floor


New York, New York 10019


Attn: Spencer G. Feldman, Esq.


 


and


 


Sheppard, Mullin, Richter & Hampton LLP


30 Rockefeller Plaza


New York, New York 10112


Attn: Richard Friedman, Esq.


 


and


 


A.G.P./Alliance Global Partners


590 Madison Avenue, 28th Floor


New York, New York 10022


Attn: Mr. Andrew Rosensweig


 



    	 	12	 



    	 



    


 


9.3.       Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York. The Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive
forum for any such action, proceeding or claim. The Company hereby waives any objection to such jurisdiction and that such courts represent
an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph shall not apply to suits brought to enforce any
liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America
are the sole and exclusive forum.


 


Any person or entity purchasing
or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in
this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other
than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign
action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction
of the state and federal courts located within the State of New York or the United States District Court for the Southern District of
New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.


 


9.4.       Persons
Having Rights Under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation
other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of
the Registered Holders of the Warrants.


 


9.5.       Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the corporate trust department of
the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The
Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6.      Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7.       Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.


 


9.8.       Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any
ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this
Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein, or (ii) adding
or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or
amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or
vote of a majority of the Registered Holders of the then outstanding Public Warrants. Notwithstanding the foregoing, the Company may
lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent
of the Registered Holders. The provisions of this Section 9.8 may not be modified, amended or deleted without the prior written consent
of the Representative.


 





    	 	13	 



    	 



    

 


9.9.       Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


 


 


 


[Signature Page Follows]


 



    	 	14	 



    	 



    


 




IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.


 


 


	 	AULT DISRUPTIVE TECHNOLOGIES 

    CORPORATION 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:  	 
	 	 	Title:    	 
	 	 	 	 
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER
	 	& TRUST COMPANY, as Warrant Agent
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:  	 
	 	 	Title:    	 


 


 


 


 


 


 




[Signature Page to Warrant Agreement]




 



    	 		 



    	 



    



 


EXHIBIT A


 


FORM OF WARRANT CERTIFICATE


 


[See following page]


 





    	 		 



    	 



    

 


[FACE]


 


Date:                             


 


Number               


 


               Warrants


 


THIS WARRANT SHALL BE
VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


AULT DISRUPTIVE TECHNOLOGIES
CORPORATION


Incorporated under the laws
of the State of Delaware


 


CUSIP                             


 


Warrant Certificate


 




 This Warrant Certificate
certifies that ______________, or registered assigns, is the registered holder of ____________ warrant(s) (the “Warrants”
and each, a “Warrant”) to purchase shares of common stock, par value $0.001 per share (“Common Stock”),
of Ault Disruptive Technologies Corporation, a Delaware corporation (the “Company”). Each whole Warrant entitles the
holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number
of fully paid and nonassessable shares of Common Stock as set forth below, at the exercise price (the “Warrant Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for
in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price
at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. 



 


Each whole Warrant is initially
exercisable for one fully paid and nonassessable share of Common Stock. No fractional shares shall be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company
shall, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder.
The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events
as set forth in the Warrant Agreement.


 


The initial Warrant Price
per share of Common Stock for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by
the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set
forth in the Warrant Agreement.


 


Reference is hereby made
to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.


 


This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate
shall be governed in all respects by the laws of the State of New York.


 


	 	AULT DISRUPTIVE TECHNOLOGIES 

    CORPORATION
	 	 
	 	By:	
	 	 	Name:	 
	 	 	Title:	 


 


	 	CONTINENTAL STOCK TRANSFER

    & TRUST COMPANY, as Warrant Agent

	 	 
	 	By:	
	 	 	Name:	 
	 	 	Title:	 


 



    	 		 



    	 



    



 


[Form of Warrant Certificate]


 


[Reverse side]


   
 The
                                            Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants
                                            entitling the holder on exercise to receive ________ shares of Common Stock and are issued
                                            or to be issued pursuant to a Warrant Agreement, dated as of [•], 2021 (the “Warrant
                                            Agreement”), duly executed and delivered by the Company to Continental Stock Transfer
                                            & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant
                                            Agent”), which Warrant Agreement is hereby incorporated by reference in and made
                                            a part of this instrument and is hereby referred to for a description of the respective rights,
                                            limitation of rights, obligations, duties and indemnities thereunder of the Warrant Agent,
                                            the Company and the holders (the words “holders” or “holder”
                                            meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy
                                            of the Warrant Agreement may be obtained by the holder hereof upon written request to the
                                            Company. Defined terms used in this Warrant Certificate but not defined herein shall have
                                            the meanings given to them in the Warrant Agreement. 




 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the corporate trust department of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or such holder’s assignee, a new Warrant Certificate evidencing the number of Warrants not
exercised.


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant
Agreement. In addition, and notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, to the extent that the
holder of a Warrant has delivered a notice contemplated by subsection 3.3.5 of the Warrant Agreement, neither the Company nor the Warrant
Agent shall issue to holder, and holder may not acquire, any right it might have to acquire, a number of shares of Common Stock upon
exercise of any Warrant to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned by holder
would exceed the Maximum Percentage of shares of Common Stock outstanding immediately after giving effect to such exercise as determined
in accordance with subsection 3.3.5 of the Warrant Agreement.


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the
face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to
receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of
shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when
surrendered at the corporate trust department of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.


 


Upon due presentation for
registration of transfer of this Warrant Certificate at the corporate trust department of the Warrant Agent a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s)
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any
tax or other governmental charge imposed in connection therewith.


 


The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 



    	 		 



    	 



    



 


Election to Purchase


(To Be Executed Upon Exercise
of Warrant)


   
 The
                                            undersigned hereby irrevocably elects to exercise the right, represented by this Warrant
                                            Certificate, to receive _____ shares of Common Stock and herewith tenders payment for such
                                            shares of Common Stock to the order of Ault Disruptive Technologies Corporation (the “Company”)
                                            in the amount of $_____________ in accordance with the terms hereof. The undersigned requests
                                            that a certificate for such shares of Common Stock be registered in the name of _____________,
                                            whose address is __________________________________ and that such shares of Common Stock
                                            be delivered to ______________, whose address is __________________________________. If such
                                            number of shares of Common Stock listed above is less than all of the shares of Common Stock
                                            purchasable hereunder, the undersigned requests that a new Warrant Certificate representing
                                            the remaining balance of such shares of Common Stock be registered in the name of ___________________,
                                            whose address is __________________________________ and that such Warrant Certificate be
                                            delivered to _______________, whose address is __________________________________. 




 


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and the Company has required cashless
exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for
shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant
is to be exercised on a “cashless basis” pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Common
Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


   
 In
                                            the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement,
                                            through cashless exercise (i) the number of shares of Common Stock that this Warrant is exercisable
                                            for would be determined in accordance with the relevant section of the Warrant Agreement
                                            which allows for such cashless exercise and (ii) the holder hereof shall complete the following:
                                            The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant
                                            Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive
                                            shares of Common Stock. If said number of shares of Common Stock is less than all of the
                                            shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise),
                                            the undersigned requests that a new Warrant Certificate representing the remaining balance
                                            of such shares of Common Stock be registered in the name of ________________, whose address
                                            is __________________________________ and that such Warrant Certificate be delivered to ________________,
                                            whose address is __________________________________. 




 


By signing this Election
to Purchase, the undersigned hereby certifies that such election will not result in the undersigned beneficially owning shares of Common
Stock in excess of the 9.8% Cap outlined in Section 3.3.5 of the Warrant Agreement.


 


[To be included in any Election
to Purchase of a holder who has provided the notice set forth in subsection 3.3.5 of the Warrant Agreement.


 


By signing this Election
to Purchase, the undersigned hereby certifies that, upon after giving effect to such exercise, the undersigned (together with such person’s
affiliates) or any “group” of which the holder or such holder’s affiliates is a member, would not beneficially own
in excess of the Maximum Percentage of the shares of Common Stock outstanding immediately after giving effect to such exercise as determined
in accordance with subsection 3.3.5 of the Warrant Agreement.]


 


 


[Signature Page Follows]


 



    	 		 



    	 



    



 


	Date: ____________, 20___	 
	 	Signature
	 	 
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	 
	 	(Tax Identification Number)


 


 


 


	Signature Guaranteed:
	 
	 


 


THE SIGNATURE(S) SHOULD BE
GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(OR ANY SUCCESSOR RULE)).


 





    	 		 



    	 



    

 



EXHIBIT B


 


LEGEND


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT
BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER
DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG AULT DISRUPTIVE TECHNOLOGIES CORPORATION (THE “COMPANY”), AULT DISRUPTIVE
TECHNOLOGIES COMPANY, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED
PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED
IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT)
WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS
CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS
UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”