0001437749-17-004073 Sample Contracts

DIGITAL POWER CORPORATION COMMON STOCK PURCHASE WARRANT
Digital Power Corp • March 9th, 2017 • Electronic components, nec • New York

THIS CERTIFIES THAT, for value received, the Holder is entitled to purchase, and DIGITAL POWER CORPORATION., a California corporation (the “Company”), promises and agrees to sell and issue to the Holder, at any time, or from time to time, during the Exercise Period, up to ______________ shares of Common Stock, no par value per share (the “Common Stock”), of the Company, at the Exercise Price, subject to the provisions and limitations and upon the terms and conditions hereinafter set forth. This Warrant is one of the Warrants issued by the Company pursuant to that certain Preferred Stock Purchase Agreement dated as of February __, 2017 (the “Purchase Agreement”) pursuant to which the Company has offered and sold to the purchaser named therein shares of its Series B Preferred Stock (the “Preferred Shares”) and Warrants.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 9th, 2017 • Digital Power Corp • Electronic components, nec

This Agreement is made pursuant to the Preferred Stock Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”).

PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • March 9th, 2017 • Digital Power Corp • Electronic components, nec • New York

This Preferred Stock Purchase Agreement (the “Agreement”) is entered into and effective as of March 9, 2017 (the “Effective Date”), by and between Digital Power Corporation, a California corporation (the “Company”) and Philou Ventures, LLC, a Wyoming limited liability company (including its designees, successors and assigns, the “Investor”).

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