AMEMDMENT TO MASTER EXCHANGE AGREEMENT
(the “Amendment”) to the Master Exchange Agreement dated as of February 10, 2020 (the “Agreement”),
entered into by and between DPW Holdings, Inc. (“DPW”) and Esousa Holdings LLC (“Esousa”).
All capitalized terms in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, DPW and
Esousa wish to amend Section 1(h) of the Agreement.
DPW and Esousa agree to amend Section 1(h) of the Agreement to read as follows:
Warrants. On the date hereof, for no additional consideration, the Company shall issue to Creditor warrants substantially
in the form attached hereto at Exhibit II, (the “Purchase Warrants”) to purchase the number of shares of Common
Stock equal to (i) $2,870,332 (the “Warrant Amount”) multiplied by 0.83, divided by (ii) the Closing Bid Price
of the Common Stock as of the date of the Initial Exchange. The exercise price for the Purchase Warrants shall be one hundred
ten percent (110%) of the Closing Bid Price of the Common Stock as of the date of the Initial Exchange. In the event that the
Creditor does not acquire all of the Subsequent Debt then the Company may repurchase from Creditor for $1.00 a number of the Purchase
Warrants equal to 0.83 multiplied by (x) (A) the Warrant Amount less (B) any Debt (other than Debt acquired by Dominion Capital,
LLC) that is exchanged for Exchange Shares less (C) any Existing Debt (other than Debt acquired by Dominion Capital, LLC) held
by Creditor on the date that the Company notifies Creditor of the exercise of its repurchase option; divided by (y) the Closing
Bid Price of the Common Stock as of the date of the Initial Exchange. The Company shall file with the United States Securities
and Exchange Commission (the “SEC”) by no later than August 6, 2020 a new registration statement (the “Registration
Statement”) covering the sale of the shares of Common Stock underlying the exercise of the Purchase Warrants by the
Creditor, and if the Registration Statement is not declared effective by September 7, 2020, the Company shall incur penalties
of 1% of the aggregate purchase price of the shares of Common Stock underlying the exercise of the Purchase Warrants per month
for each month, or partial month, that the SEC fails to declare such Registration Statement effective, until the 12-month anniversary
of the date of issuance of the Purchase Warrants, provided that on such date the shares of Common Stock underlying the exercise
of the Purchase Warrants are eligible for sale, without restriction, under Rule 144. Penalties incurred under the Section 1(h)
shall be payable by the Company to the Creditor in cash.
other terms and conditions of the Agreement shall remain unchanged and in full force and effect.
Agreed this 21st day of
|| Milton C. Ault
|| Michael Wachs |
|| Chief Executive
|| Managing Member |