UNDERWRITING AGREEMENT between DPW HOLDINGS, INC. and as Sole Book-Runner DPW HOLDINGS, INC.Underwriting Agreement • April 1st, 2019 • DPW Holdings, Inc. • Electronic components, nec • New York
The undersigned, DPW Holdings, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of DPW Holdings, Inc. (the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT DPW HOLDINGS, INC.Pre-Funded Common Stock Purchase Warrant • April 1st, 2019 • DPW Holdings, Inc. • Electronic components, nec • New York
THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ 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 on or after March 29, 2019 (the “Initial Exercise Date”) and prior to 5:00 p.m. (New York time) on the date that is five (5) years following March 29, 2019 (the “Termination Date”) but not thereafter, to subscribe for and purchase from DPW Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT DPW HOLDINGS, INC.Common Stock Purchase Warrant • April 1st, 2019 • DPW Holdings, Inc. • Electronic components, nec • New York
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ 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 on or after the Issuance Date (the “Initial Exercise Date”) and, prior to at 5:00 p.m. (New York time) on the date that is five (5) years following April 2, 2019 (the “Termination Date”) but not thereafter, to subscribe for and purchase from DPW Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
COMMON STOCK PURCHASE WARRANT DPW HOLDINGS, INC.Purchase Warrant • April 1st, 2019 • DPW Holdings, Inc. • Electronic components, nec
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ 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 on or after April 2, 2019 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following April 2, 2019 (the “Termination Date”) but not thereafter, to subscribe for and purchase from DPW Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
