Exhibit 4.1


 





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


 


THE REGISTERED HOLDER OF THIS COMMON
STOCK PURCHASE WARRANT (“PURCHASE WARRANT”) BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN
THIS PURCHASE WARRANT, OR ANY OF THE UNDERLYING SECURITIES, EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE
WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT, OR ANY OF THE UNDERLYING SECURITIES,
FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF THE COMPANY’S 9.0% SERIES A CUMULATIVE
PERPETUAL PREFERRED STOCK, PAR VALUE $0.001 PER SHARE (“SERIES A PREFERRED STOCK”), PURSUANT TO THE UNDERWRITING
AGREEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) UNIVEST SECURITIES, LLC, OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION
WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF UNIVEST SECURITIES, LLC, OR OF ANY SUCH UNDERWRITERS OR SELECTED DEALER.


 


THIS PURCHASE
WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20222. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20273.


 






    


     


    

 





FORM OF UNDERWRITER’S WARRANT


 


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


 


OF


 


SOLUNA HOLDINGS, INC.


 


1.         Purchase
Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between SOLUNA HOLDINGS, INC., a Nevada
corporation (the “Company”), and Univest Securities, LLC, dated April [●], 2022 (the “Underwriting
Agreement”), [●] (the “Holder”), as registered owner of this Purchase Warrant, is entitled,
at any time or from time to time from [●], 20222 (the “Exercise Date”),
and at or before 5:00 p.m., Eastern time, on [●], 20273 (the “Expiration Date”),
but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●]1 shares
(the “Shares”) of common stock of the Company, par value $0.001 per share (“Common Stock”),
subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions
are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day
in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action
that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per
share; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof,
the rights granted by this Purchase Warrant, including the exercise price per share and the number of shares of Common Stock to
be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean
the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section
6 below, depending on the context. Capitalized terms not defined herein shall have the meaning ascribed to them in the
Underwriting Agreement.  


 


2.         Exercise.


 


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


 





 






1 The number
of shares equals five percent (5%) of the shares of Series A Preferred Stock sold by the Company in connection with its April
2022 underwritten public offering, for which the Holder is serving as underwriters’ representative (the “Offering”). 


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


3 The date
that is the fifth-year anniversary of the commencement of sales of the shares of Series A Preferred Stock issued in the Offering.



 






    2


     


    

 


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


 


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

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


 


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


 


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



 


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



 


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



 


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


 


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


 






    3


     


    

 


(ii) “THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF
THE COMPANY’S 9.0% SERIES A CUMULATIVE PERPETUAL PREFERRED STOCK, PAR VALUE $0.001 PER SHARE (“SERIES A PREFERRED STOCK”),
PURSUANT TO THE UNDERWRITING AGREEMENT AND THE PROSPECTUS SUPPLEMENT, DATED [●], 2022, TO BASE PROSPECTUS INCLUDED
IN THE REGISTRATION STATEMENT ON FORM S-3, AS AMENDED (FILE NO. 333-261427), AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED,
PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN UNIVEST SECURITIES, LLC, OR BONA FIDE OFFICERS OR PARTNERS OF UNIVEST SECURITIES,
LLC, OR (B) CAUSED TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE
ECONOMIC DISPOSITION OF THIS SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(e)(2).”


 


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


 


3.            Transfer.


 


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


 






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


 


4.           Registration
Rights.


 


4.1          Demand
Registration.


 


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


 


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


 






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5.           New
Purchase Warrants to be Issued.


 


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


 


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


 


6.           Adjustments.


 


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


 


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


 


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


 






    6


     


    

 


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


 


6.1.4
          Fundamental Transaction. If, at any time while this Purchase
Warrant is outstanding, the Company enters into the following transactions with another Person or group of Persons whereby such
other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock
held by the other Person or other Persons making or party to, or associated or affiliated with, the other Persons making or party
to such stock or share purchase agreement or other business combination): (i) the Company, directly or indirectly, in one or more
related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly
or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any direct or indirect purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of shares of Common Stock are permitted
to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or
more of the outstanding shares of Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the shares of Common Stock or any compulsory share exchange pursuant
to which the shares of Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the
Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spinoff or scheme of arrangement) with another
Person or group of Persons (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Purchase
Warrant, the Holder shall have the right to receive, for each Share that would have been issuable upon such exercise immediately
prior to the occurrence of such Fundamental Transaction, the number shares of Common Stock of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional or alternative consideration (the “Alternative
Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common
Stock for which this Purchase Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such
exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternative Consideration based
on the amount of Alternative Consideration issuable in respect of one Common Stock in such Fundamental Transaction, and the Company
shall apportion the Exercise Price among the Alternative Consideration in a reasonable manner reflecting the relative value of
any different components of the Alternative Consideration. If holders of shares of Common Stock are given any choice as to the
securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to
the Alternative Consideration it receives upon any exercise of this Purchase Warrant following such Fundamental Transaction. The
Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Purchase Warrant, and to deliver to the
Holder in exchange for this Purchase Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Purchase Warrant which is exercisable for a corresponding number of shares of capital stock
of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise
of this Purchase Warrant prior to such Fundamental Transaction, and with an exercise price which applies the Exercise Price hereunder
to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental
Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being
for the purpose of protecting the economic value of this Purchase Warrant immediately prior to the consummation of such Fundamental
Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Purchase Warrant and the other Transaction
Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and
power of, the Company and shall assume all of the obligations of the Company, under this Purchase Warrant and the other Transaction
Documents with the same effect as if such Successor Entity had been named as the Company herein.


 






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


 


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


 


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


 






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


 


8.           Certain
Notice Requirements.


 


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


 


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


 


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


 






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


 


If to the Holder, then to:


 


[_____]   


[_____] 


[_____] 


Attn:   [_____] 


Email:  [_____]


 


With a copy to:


 


Blank Rome LLP 


1271 Avenue of the Americas 


New York, NY 10020

Attn:     Patrick J. Egan, Esq. 


Email:  patrick.egan@blankrome.com 


Fax No.: (917) 332-3057


 


If to the Company:


 


Soluna Holdings, Inc.

325 Washington Avenue Extension

Albany, NY 12206

(518) 218-2550  


Attn:    Michael Toporek   


Email:   MToporek@mtiinstruments.com


 


With a copy to:


 


Sullivan & Worcester LLP  


1633 Broadway  


New York, NY 10019 


Attn:   David E. Danovitch,
Esq. 


Email:  ddanovitch@sullivanlaw.com


 


9.           Miscellaneous.


 


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


 






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


 


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


 


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


 


9.5           Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees
that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought
and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served
upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing
party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees
and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on
its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby
irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby.


 


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


 






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9.7           Holder
Not Deemed a Shareholder. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder
of this Purchase Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Purchase Warrant be construed to confer upon the Holder, solely in its capacity
as the Holder of this Purchase Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of share, reclassification of share, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance
to the Holder of the Shares which it is then entitled to receive upon the due exercise of this Purchase Warrant. In addition,
nothing contained in this Purchase Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities
(upon exercise of this Purchase Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted
by the Company or by creditors of the Company.


 


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


 


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


 


[Signature Page to Follow]


 






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 IN WITNESS WHEREOF, the Company
has caused this Purchase Warrant to be signed by its duly authorized officer as of the 29th day of April, 2022.


 


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



 



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EXHIBIT A


 


Exercise Notice


 


Form to be used to exercise Purchase Warrant:


 


Date: __________, 20__


 


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


 


or


 


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


 


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


 


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


 


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


 


Signature


 


Signature Guaranteed


 


Name:   


(Print in Block Letters)  


Address:


 


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


 




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EXHIBIT B


 


Assignment Notice


 


Form to be used to assign Purchase Warrant:


 


ASSIGNMENT


 


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


 


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


 


Dated:           ,
20__


 


Signature


 


Signature Guaranteed


 


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


 






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