Exhibit 4.2


 


DPW
Holdings, Inc.


 


Warrant
To Purchase Shares of Class A Common Stock


 


Warrant No.:                      


Date of Issuance: ____________ (“Issuance
Date”)


 


DPW
Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Esousa Holdings LLC, the registered holder hereof or its permitted
assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at
the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Class A Common Stock (including
any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at
any time or times on or after the Effective Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined
below), _______1 (subject to adjustment as provided herein), fully paid and non-assessable
shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized
terms in this Warrant shall have the meanings set forth in that certain Master Exchange Agreement, dated as of February 10, 2020,
by and between the Company and Holder (the “Master Exchange Agreement”).


 


1.           EXERCISE
OF WARRANT.


 


(a)       Mechanics
of Exercise.


 


Subject to the terms
and conditions hereof (including, without limitation, the limitations set forth in Section 1(e)), this Warrant may, subject to
the Company’s receipt of Exchange Approval which date is referred to herein as the “Effective Date,” be
exercised by the Holder on any day on or after the Effective Date in whole or in part, by delivery (whether via facsimile or otherwise)
of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the
Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid,
the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise
multiplied by the number of Warrant Shares as to which this Warrant was so exercised (in respect of such specific exercise, the
“Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds. The Holder shall not
be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise
Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant
certificate and issuance of a new Warrant certificate evidencing the right to purchase the remaining number of Warrant Shares.
Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation
of the original of this Warrant certificate after delivery of the Warrant Shares in accordance with the terms hereof. On or before
the first (1st) Trading Day following the date on which the Company has received an Exercise Notice, the Company shall
transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit
B, to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the second
(2nd) Trading Day following the date on which the Company has received such Exercise Notice, the Company shall credit
such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s
or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit/ Withdrawal
at Custodian system. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such
Warrant Shares are credited to the Holder’s DTC account. If this Warrant is submitted in connection with any exercise pursuant
to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number
of Warrant Shares being acquired upon an exercise, then, at the request of the Holder and upon surrender hereof by the Holder at
the principal office of the Company, the Company shall as soon as practicable and in no event later than three (3) Business Days
after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with
Section 8(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under
this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common
Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be
rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the
issuance and delivery of Warrant Shares upon exercise of this Warrant.


 


 






1
Principal amount of the Note divided by the Closing Bid Price of the Common Stock on the date of the Note


 






    	 		 



    	 



    

 


(b)       Exercise
Price.


 


For
purposes of this Warrant, “Exercise Price” means $______2,
subject to adjustment as provided herein.


 


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


 


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


 


(d)       Disputes.


 


In the case of a dispute
as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares to be issued pursuant
to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed, provided
that following such issuance to Holder such dispute shall be resolved in accordance with Section 14.


 


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


 


 






2
One hundred ten percent (110%) of the Closing Bid Price of the Common Stock on the date of the Note.


 






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(f)       Reservation
of Shares; Insufficient Authorized Shares.


 


The Company shall initially
reserve out of its authorized and unissued shares of Common Stock a number of shares of Common Stock equal to 100% of the maximum
number of Warrant Shares issuable to satisfy the Company’s obligations to issue shares of Common Stock hereunder, and the
Company shall at all times keep reserved for issuance under this Warrant a number of shares of Common Stock equal to 100% of the
maximum number of Warrant Shares issuable to satisfy the Company’s obligation to issue shares of Common Stock hereunder.
If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company
does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for
issuance upon exercise or exchange of this Warrant at least a number of shares of Common Stock equal to the number of shares of
Common Stock as shall from time to time be necessary to effect the exercise or exchange this Warrant or the portion of this Warrant
then outstanding (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the
Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount
sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant then outstanding. Without limiting the
generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but
in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting
of its shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such
meeting, the Company shall provide each shareholder with a proxy statement and shall use its reasonable efforts to solicit its
shareholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend
to the shareholders that they approve such proposal.


 


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


 


(a)       Stock
Dividends and Splits.


 


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


 


(b)       Number
of Warrant Shares.


 


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


 






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(c)       Calculations.


 


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


 


(d)       Other
Events.


 


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


 


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


 


4.           PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)       Purchase
Rights.


 


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


 






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(b)       Fundamental
Transactions.


 


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


 


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


 


5.           PIGGYBACK
REGISTRATION RIGHTS. 


 


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


 






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


 


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


 


(A)       first,
the Primary Securities; and


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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8.           REISSUANCE
OF WARRANTS.


 


(a)       Transfer
of Warrant.


 


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


 


(b)       Lost,
Stolen or Mutilated Warrant.


 


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


 


(c)       Exchangeable
for Multiple Warrants.


 


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


 


(d)       Issuance
of New Warrants.


 


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


 






    	 	8	 



    	 



    

 


9.         NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with Section 9(f) of the Master Exchange Agreement. The Company shall provide the Holder with prompt written notice of all actions
taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting
the generality of the foregoing, the Company will give written notice to the Holder (i) as soon as practicable upon each adjustment
of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of
such adjustment(s) and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or
sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities, indebtedness, or other property
pro rata to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction,
dissolution or liquidation, provided in each case that such information (to the extent it constitutes, or contains, material, non-public
information regarding the Company shall be made known to the public prior to or in conjunction with such notice being provided
to the Holder and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. To the extent
that any notice provided hereunder (whether under this Section 9 or otherwise) constitutes, or contains, material, non-public information
regarding the Company, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K.
It is expressly understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive
and may not be disputed or challenged by the Company.


 


10.       AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant (other than Section 1(e)) may be amended and
the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the
Company has obtained the written consent of the Holder. The Holder shall be entitled, at its option, to the benefit of any amendment
of any other similar warrant issued under the Master Exchange Agreement. No waiver shall be effective unless it is in writing and
signed by an authorized representative of the waiving party.


 


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


 


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


 


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


 






    	 	9	 



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


(c)       “Expiration
Date” means the date that is [five years from the Issuance Date] or, if such date falls on a day other than a Business
Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date that is not
a Holiday.


 






    	 	10	 



    	 



    

 


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


 


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


 


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


 


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


 


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


 


[signature page follows]


 






    	 	11	 



    	 



    




 


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


 


 


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


 






    	 		 



    	 



    

 


EXHIBIT A


 


EXERCISE NOTICE


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


 


DPW
Holdings, Inc.


 


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


 


1.       Payment
of Exercise Price. The Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance
with the terms of the Warrant.


 


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


 


_______________________


_______________________


_______________________


_______________________


 


Date: _______________ __, ______


 


	 	 
	Name of Registered Holder	 


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


	 	Account Number:	 
	 	  (if electronic book entry transfer)


 


	 	Transaction Code Number:	 
	 	  (if electronic book entry transfer)


 






    	 		 



    	 



    

 


EXHIBIT B


 


ACKNOWLEDGMENT


 


 


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


 


 


 


	 	DPW Holdings, Inc.	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title: