0001214659-18-004705 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 2nd, 2018 • DPW Holdings, Inc. • Electronic components, nec

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each of the purchasers signatory thereto (the “Purchase Agreement”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 2nd, 2018 • DPW Holdings, Inc. • Electronic components, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 2, 2018, by and among DPW Holdings, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser,” or in the aggregate, the “Purchasers”).

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JANUARY 1, 2019
Convertible Security Agreement • July 2nd, 2018 • DPW Holdings, Inc. • Electronic components, nec • New York

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Promissory Notes of DPW Holdings, Inc., a Delaware corporation (the “Company”), having its principal place of business at 201 Shipyard Way, Newport Beach, CA 92663, designated as its Senior Secured Convertible Promissory Note due January 1, 2019 (this “Note”, or collectively with the other Notes of such series, the “Notes”).

AMENDMENT NO. 3 AGREEMENT
Amendment No. 3 Agreement • July 2nd, 2018 • DPW Holdings, Inc. • Electronic components, nec

This Amendment No. 3 Agreement (this “Amendment”) is dated as of July 2, 2018 by and between Dominion Capital LLC (the “Holder”) and DPW Holdings, Inc., a Delaware corporation (the “Company”).

AMENDMENT NO. 4 AGREEMENT
Security Agreement • July 2nd, 2018 • DPW Holdings, Inc. • Electronic components, nec

This Amendment No. 4 Agreement dated as of July 2, 2018 (this “Amendment”) between Dominion Capital LLC (the “Holder”) and DPW Holdings, Inc., a Delaware corporation (the “Company”), relates to the Security Agreement (as defined below) entered into by and among the foregoing parties as well as the subsidiaries of the Company signatory thereto (collectively, the “Guarantors”) as well as certain other agreements entered into by the parties as described below.

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