COMMON STOCK PURCHASE WARRANT DIGITAL POWER CORPORATIONCommon Stock Purchase Warrant • November 1st, 2018 • DPW Holdings, Inc. • Electronic components, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that TVT Capital, LLC, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time commencing on the Issue Date and ending at 5:00 P.M. on January 23, 2023 (the “Termination Date”), to purchase from Digital Power Corporation, a California corporation (the “Company”), up to 56,250 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, no par value per share, of the Company (“Common Stock”), at the per share Exercise Price as defined in Section 2(b). This is issued in connection with that certain agreement dated as of the date hereof by and among Holder, the Company, Milton Ault and Philou Ventures, LLC, pursuant to which the Holder advanced capital to the Company for the manufacture of certain equipment.
PERSONAL GUARANTY OF PERFORMANCEPersonal Guaranty of Performance • November 1st, 2018 • DPW Holdings, Inc. • Electronic components, nec • New York
This Personal Guaranty of Performance (this “Guaranty”) is executed as of January 2, 2018, by Milton C. Ault, III __________ (the “Guarantor”), for the benefit of TVT CAPITAL, LLC (“Buyer”).
Avalanche International Corp., a Nevada Corporation LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 1st, 2018 • DPW Holdings, Inc. • Electronic components, nec • California
This LOAN AND SECURITY AGREEMENT is entered into with an effective date as of August 21, 2017, by and among Digital Power Corporation, a California corporation (“DPW”) and Avalanche International Corp., Nevada Corporation (“Borrower”).
Page: 1 Deal Application ID:Future Receivables Sale Agreement • November 1st, 2018 • DPW Holdings, Inc. • Electronic components, nec • New York
This FUTURE RECEIVABLES SALE AGREEMENT (“Agreement”) dated 1/18/2018, is made by and between Libertas Funding LLC, a Connecticut limited liability company (“Purchaser”), Merchant (Merchant Information below), and the Guarantor(s)/Owner(s), as identified in the Owner/Guarantor Information below.
SHARE EXCHANGE AGREEMENT by and among AVALANCHE INTERNATIONAL CORP., MTIX, LTD, PRAVIN MISTRY, and PAUL JOHNSON and DANIEL JOHNSON DATED AS OF MARCH 3, 2017Share Exchange Agreement • November 1st, 2018 • DPW Holdings, Inc. • Electronic components, nec • New York
This Share Exchange Agreement (this “Agreement”) is made and entered into as of the 3rd day of March, 2017, by and among: Avalanche International Corp., a Nevada corporation (“AIC”); MTIX, Ltd., a company formed under the laws of England and Wales (“MTIX”); Pravin Mistry (the “Majority Shareholder”); those additional persons who have executed this Agreement on the signature pages hereof under the heading “Minority Shareholders” (collectively, the “Minority Shareholders” and with the Majority Shareholder, the “MTIX Shareholders.” AIC and the MTIX Shareholders are referred to herein individually as a “Party” and collectively as the “Parties.”
Page: 1 Deal Application ID:Future Receivables Sale Agreement • November 1st, 2018 • DPW Holdings, Inc. • Electronic components, nec • New York
This FUTURE RECEIVABLES SALE AGREEMENT (“Agreement”) dated 3/23/2018, is made by and between Libertas Funding LLC, a Connecticut limited liability company (“Purchaser”), Merchant (Merchant Information below), and the Guarantor(s)/Owner(s), as identified in the Owner/Guarantor Information below.
Agreement for the Purchase and Sale of Future ReceiptsDPW Holdings, Inc. • November 1st, 2018 • Electronic components, nec • New York
Form of Business Entity: [x] Corporation; [ ] Limited Liability Company; [ ] Partnership; [ ] Limited Partnership; [ ] Limited Liability Partnership; [ ] Sole Proprietorship; [ ]Other: _________________________________
APPENDIX B SECURITY AGREEMENT AND GUARANTY Merchants Legal Name: DIGITAL POWER CORPORATION Physical Address: 48430 Lakeview Blvd, FREMONT, CA, 94538 Federal ID#:Security Agreement and Guaranty • November 1st, 2018 • DPW Holdings, Inc. • Electronic components, nec
To secure Merchants delivery obligations to Libertas FUNDING, LLC (the “Purchaser”) under the Future Receivables Sale Agreement (the “Agreement”) dated 3/23/2018, Merchant hereby grants to Purchaser a security interest in (a) all accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, as those terms are defined in Article 9 of the Uniform Commercial Code (the UCC), now or hereafter owned or acquired by Merchant; and (b) all proceeds, as that term is defined in Article 9 of the UCC, ((a) and (b) are collectively, the “Collateral”).
SECURITY AGREEMENT AND GUARANTYSecurity Agreement and Guaranty • November 1st, 2018 • DPW Holdings, Inc. • Electronic components, nec
To secure Merchants delive1y obligations to LIBERTAS FUNDING, LLC (the “Purchaser”) under the Future Receivables Sale Agreement (the “Agreement”) dated 1/23/2018, Merchant hereby grants to Purchaser a security interest in (a) all accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, as those terms are defined in Article 9 of the Uniform Commercial Code (the UCC), now or hereafter owned or acquired by Merchant; and (b) all proceeds, as that term is defined in Article 9 of the UCC, ((a) and (b) are collectively , the “Collateral”).
PERSONAL GUARANTY OF PERFORMANCEPersonal Guaranty of Performance • November 1st, 2018 • DPW Holdings, Inc. • Electronic components, nec • New York
This Personal Guaranty of Performance (this “Guaranty”) is executed as of January 10, 2018, by Milton C. Ault, III _________ (the “Guarantor”), for the benefit of TVT CAPITAL, LLC (“Buyer”).
Agreement for the Purchase and Sale of Future ReceiptsDPW Holdings, Inc. • November 1st, 2018 • Electronic components, nec • New York
Form of Business Entity: [x] Corporation; [ ] Limited Liability Company; [ ] Partnership; [ ] Limited Partnership; [ ] Limited Liability Partnership; [ ] Sole Proprietorship; [ ]Other: _________________________________
Agreement for the Purchase and Sale of Future ReceiptsDPW Holdings, Inc. • November 1st, 2018 • Electronic components, nec • New York
Form of Business Entity: [x] Corporation; [ ] Limited Liability Company; [ ] Partnership; [ ] Limited Partnership; [ ] Limited Liability Partnership; [ ] Sole Proprietorship; [ ] Other: _________________________________________________
Agreement for the Purchase and Sale of Future ReceiptsDPW Holdings, Inc. • November 1st, 2018 • Electronic components, nec • New York
Form of Business Entity: [x] Corporation; [ ] Limited Liability Company; [ ] Partnership; [ ] Limited Partnership; [ ] Limited Liability Partnership; [ ] Sole Proprietorship; [ ]Other: _________________________________________________
GUARANTY AGREEMENTGuaranty Agreement • November 1st, 2018 • DPW Holdings, Inc. • Electronic components, nec
THIS GUARANTY AGREEMENT (the “Guaranty”), dated as of March 23, 2018, is made and entered into by Milton C. Ault III, an individual resident of ___________ (the “Guarantor”) for the benefit of ______________, a _____________ limited liability company (the “Lender”). (The Lender and the Guarantor are sometimes referred to in this Guaranty as the “Parties.”)
SECURITY AGREEMENT AND GUARANTYSecurity Agreement and Guaranty • November 1st, 2018 • DPW Holdings, Inc. • Electronic components, nec
To secure Merchants delive1y obligations to LIBERTAS FUNDING, LLC (the “Purchaser”) under the Future Receivables Sale Agreement (the “Agreement”) dated 1/18/2018, Merchant hereby grants to Purchaser a security interest in (a) all accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, as those terms are defined in Article 9 of the Uniform Commercial Code (the UCC), now or hereafter owned or acquired by Merchant; and (b) all proceeds, as that term is defined in Article 9 of the UCC, ((a) and (b) are collectively , the “Collateral”).
