0001437749-17-010404 Sample Contracts

DIGITAL POWER CORPORATION REDEEMABLE COMMON STOCK PURCHASE WARRANT May __, 2017
Common Stock Purchase Warrant • May 31st, 2017 • Digital Power Corp • Electronic components, nec • New York

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) of Digital Power Corporation, a corporation duly organized and validly existing under the laws of California (the “Company”), is issued to the Holder (as defined below) as part of a unit purchased by the Holder from the Company pursuant to which the Holder is also purchasing shares of the Company’s Series C Preferred Stock from the Company (the “Offering”)..

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 31st, 2017 • Digital Power Corp • Electronic components, nec • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], by and between Digital Power Corporation (the “Company”), a California corporation, with offices at 49430 Lakeview Boulevard, Fremont, CA 94538, and [●],with an address at [●] (the “Purchaser”).

Subscription Agreement Number: May 1, 2017 Issued to:
Subscription Agreement • May 31st, 2017 • Digital Power Corp • Electronic components, nec • New York

This Subscription Agreement (this “Subscription Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in the securities of Digital Power Corporation, a California corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of a minimum of four Units and a maximum of 21 Units ($1,096,000) at a purchase price of $52,000 per Unit (the “Purchase Price”) with each Unit consisting of (i) 26,666 shares of Series C Convertible Preferred Stock (“Series C Preferred Stock”), which each share will be convertible into four shares of the Company’s common stock (the “Common Stock,”) and (ii) five year warrants (“Warrants”) providing the holder thereof the right to acquire in the aggregate 86,667 shares of Common Stock (collectively, the “Warrant Shares”) at an exercise price of $1.00 per share. For purposes of this Agreement, the term “Securities” shall refer to the Units,

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