COMMON STOCK PURCHASE WARRANT DPW HOLDINGS, INC.Securities Agreement • December 7th, 2018 • DPW Holdings, Inc. • Electronic components, nec • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the consulting agreement entered into between the Holder and the Company of even date herewith to the Holder (as defined below)) (the “Agreement”), Plankton Enterprises, LLC, a New York limited liability company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from DPW Holdings, Inc., a Delaware corporation (the “Company”), up to 1,250,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. The Holder agrees and accepts that this Warrant may not be exercised until the Company has obtained the approval of the NYSE American the
CONSULTING AGREEMENTConsulting Agreement • December 7th, 2018 • DPW Holdings, Inc. • Electronic components, nec • New York
This Consulting Agreement (the “Agreement”), effective as of March 22, 2018 (the “Effective Date”), is entered into by and between DPW Holdings, Inc., a Delaware corporation, having its headquarters at 48430 Lakeview Blvd, Fremont, CA 94538-3158 (herein referred to as the “Company”), and Plankton Enterprises, LLC, a New York limited liability company having its his principal place of business at 84 White Hill Road, Cold Spring Harbor, New York 11724 (herein referred to as the “Consultant”). This Agreement supersedes any prior oral or written agreements between the parties hereto related to the matters set forth herein.
Term NoTETerm Note • December 7th, 2018 • DPW Holdings, Inc. • Electronic components, nec
FOR VALUE RECEIVED, the undersigned DPW Holdings, Inc., a Delaware corporation (the “Maker”) promises to pay, on or before May 21, 2018 (the “Maturity Date”), to Plankton Enterprises, LLC, a New York limited liability company (the “Lender”), at 84 White Hill Road, Cold Spring Harbor, New York 11724 or such other address as is designated by the Lender, up to the sum of One Million Seven Hundred and Fifty Thousand Dollars ($1,750,000) or any portion then outstanding at the Maturity Date with principal and interest payable, as set forth below. The Maker and the Lender each acknowledges and agrees that (i) the Lender has previously lent the Maker $750,000, which will constitute part of the $1,750,000, and (ii) that interest on such principal amount in the amount of $150,000 has been accrued and paid to the Lender by Maker on or before the date hereof.
ESCROW AGREEMENTEscrow Agreement • December 7th, 2018 • DPW Holdings, Inc. • Electronic components, nec • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of March 22, 2018, by and between DPW Holdings, Inc., a Delaware corporation (the “Company”) and Sichenzia Ross Ference Kesner LLP, with an address at 1185 Avenue of the American, 37th Floor, New York, New York 10036 (the “Escrow Agent”).
Media Advertising AgreementMedia Advertising Agreement • December 7th, 2018 • DPW Holdings, Inc. • Electronic components, nec • New York
This Agreement (the “Agreement”) is made this April 27, 2018 (the “Execution Date”), by and between Al & J Media INC. Located at 48 Wall Street, 11th Floor, New York, New York 10005 hereinafter sometimes referred to as Consultant and DPW Holdings, Inc. located at 201 Shipyard Way, Suite E, Newport Beach CA 92663, United States hereinafter sometimes referred to as the Company.
EXCHANGE AGREEMENTExchange Agreement • December 7th, 2018 • DPW Holdings, Inc. • Electronic components, nec • New York
This EXCHANGE AGREEMENT (this “Agreement”), is dated as of February __, 2018, by and between DPW Holdings, Inc., a Delaware corporation (the “Company”), and Divine Capital Markets, LLC (the “Divine”).
