Amendment No. 7

Exhibit 10.1

AMENDMENT NO. 7 AGREEMENT

This Amendment No. 7 Agreement (this “Amendment”) is dated as of September 25, 2018 by and between Dominion Capital LLC (the “Holder”) and DPW Holdings, Inc., a Delaware corporation (the “Company”).

Recitals

NOW, THEREFORE, for TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.     Definitions. Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the May Note, the July Note and the September Note, as applicable, and the other Transaction Documents.

(a)       By replacing Section 2(f), which currently provides (as modified by Amendment 6):

f)       Amortization. Commencing on September 30, 2018 and continuing every month thereafter for a period of fourteen (14) months (each, an “Amortization Payment Date”), the Company shall redeem one-fourteenth (1/14th) of each of the original principal amount of this Note, accrued but unpaid interest in accordance with the Amortization Payment Schedule set forth on Schedule 2(f) (each, an “Amortization Payment”). Each Amortization Payment shall be made in cash in the amounts set forth on Schedule 2(f) hereto. Any outstanding unpaid principal and accrued interest on this Note as of the Maturity Date will be due and payable on the Maturity Date in cash.

And substituting in lieu thereof:

f)       Amortization. Commencing on September 30, 2018 and continuing every month thereafter on the date provided for in Schedule 2(f) for a period of fourteen (14) months (each, an “Amortization Payment Date”), the Company shall redeem the principal amount of $309,192.71 plus accrued but unpaid interest of $41,924.43 for thirteen (13) payments and the principal amount of $1,011,426.83 plus accrued but unpaid interest of $41,924.43 for the fourteenth (14th) payment in accordance with the Amortization Payment Schedule set forth on Schedule 2(f) (each, an “Amortization Payment”). Each Amortization Payment shall be made in cash or Bitcoin in the amounts set forth on Schedule 2(f) hereto. Any outstanding unpaid principal and accrued interest on this Note as of the Maturity Date will be due and payable on the Maturity Date in cash.

(b)       By replacing the Amortization Payment Schedule in Section 2(f) of the Note with the Amortization Payment Schedule set forth on Exhibit A hereto.

By replacing Section 2(e) in each of the May Note, July Note, September Note and all prior applicable amendments which currently provide for varying treatment of mandatory prepayment upon a capital-raising event and substituting in lieu thereof: May Note:

(e)         Mandatory Prepayment. During the term of the Note, (i) in the event that the Company consummates any single or contemporaneous public or private offerings of securities in which the Company receives gross proceeds in the aggregate equal to or greater than $2,000,000 (a “ Qualified Offering ”), excluding investments from officers, directors and related entities, or (ii) in the event that the Company receives funds pursuant to a repayment from a related party of promissory notes issued to such entity (each a “ Non-Qualified Offering ”), at any time upon thirty (30) days written notice to the Holder, but subject to the Holder’s conversion rights set forth herein, the Company shall make payment to the Holder , from up to 25% of the proceeds from such Qualified Offering or Non-Qualified Offering, as applicable, of an amount in cash as follows: (w) the principal amount of the Note then outstanding plus (x) accrued and unpaid guaranteed interest and the Make-Whole Amount on the outstanding principal amount to the date of mandatory prepayment (the “ Mandatory Prepayment Date ”) plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x).

For the avoidance of doubt and subject to the notice periods and payment terms outlined herein, any mandatory prepayment of the Company to the Holder shall be applied first in the following order unless modified by the parties in writing:

First, mandatory prepayment of the Senior Secured Convertible Promissory Note, dated July 2, 2018 (as amended, the “July Note”), on the terms therein;

Second, mandatory prepayment of the Senior Secured Convertible Promissory Note, dated September 2, 2018 (as amended, the “September Note”), on the terms therein; and

Lastly, mandatory prepayment of this Note.

Under no circumstance shall the Company be obligated to pay the applicable mandatory prepayment with respect to more than one of this Note or the July or September Notes in connection with any Qualified Offering or Non-Qualified Offering; for example, there shall be no requirement to make a mandatory prepayment on the September Note or this Note until the entirety of the outstanding principal amount and accrued but unpaid interest on the July Note shall have been repaid and such July Note shall have been cancelled upon repayment.

July and September Notes:

(e)         Mandatory Prepayment. During the term of the Note, (i) in the event that the Company consummates any single or contemporaneous public or private offerings of securities in which the Company receives gross proceeds in the aggregate equal to or greater than $2,000,000 (a “ Qualified Offering ”), excluding investments from officers, directors and related entities, or (ii) in the event that the Company receives funds pursuant to a repayment from a related party of promissory notes issued to such entity (each a “ Non-Qualified Offering ”), at any time upon thirty (30) days written notice to the Holder, but subject to the Holder’s conversion rights set forth herein, the Company shall make payment to the Holder, from up to 25% of the proceeds from such Qualified Offering or Non-Qualified Offering, as applicable, of an amount in cash as follows:

(A) if the Company is required to prepay the Note at any time within the initial thirty (30) days following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 105% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid guaranteed interest on the outstanding principal amount to the date of mandatory prepayment (the “Mandatory Prepayment Date ”) plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); (B) if the Company is required to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid guaranteed interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); (C) if the Company is required to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid guaranteed interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); (D) if the Company is required to prepay the Note at any time from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid guaranteed interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); and (E) if the Company is required to prepay the Note at any time from the 121st day through the Maturity Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 125% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid guaranteed interest on the principal amount of the Note to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). The Holder may continue to convert the Note from the date notice of the mandatory prepayment is given until the date of the mandatory prepayment.

For the avoidance of doubt and subject to the notice periods and payment terms outlined herein, any mandatory prepayments of the Company to the Holder shall be applied first in the following order unless modified by the parties in writing:

First, mandatory prepayment of the Senior Secured Convertible Promissory Note, dated July 2, 2018 (as amended, the “July Note”), on the terms therein;

Second, mandatory prepayment of the Senior Secured Convertible Promissory Note, dated September 2, 2018 (as amended, the “September Note”), on the terms therein; and

Lastly, mandatory prepayment of the Senior Secured Convertible Promissory Note, dated May 15, 2018 (as amended, the “May Note”), on the terms therein.

Under no circumstance shall the Company be obligated to pay the applicable mandatory prepayment with respect to more than one of the May, July or September Notes in connection with any Qualified Offering or Non-Qualified Offering; for example, there shall be no requirement to make a mandatory prepayment on the September Note or the May Note until the entirety of the outstanding principal and accrued but unpaid interest of the July Note shall have been repaid and such July Note shall have been cancelled upon repayment.

4.       Representations and Warranties. When the Company signs this Amendment, the Company represents and warrants to the Holder that: (a) this Amendment is within the Company’s powers, has been duly authorized, does not conflict with any of the Company’s organizational papers and is the legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, and (b) that the person or persons executing this Amendment on behalf of the Company are duly appointed officers or other representatives of the Company with authority to execute and deliver this Amendment on behalf of the Company.

5.       Conditions. This Amendment will be effective when all of the following conditions shall have been satisfied, as determined by the Holder in its sole discretion and the Holder shall have accepted this Amendment (notice of which acceptance is hereby waived by the Company).

6.       Effect of Amendment; References.

8.             Miscellaneous.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under seal and delivered by their respective duly authorized representatives on the date first written above.

Exhibit A

Amortization Payment Schedule (Updated)

Date Payment Number Principal Amount Principal Payment Interest Payment Total Payment Due Cash Total Due in Bitcoin 8/31/2018 $ 5,030,932.06 9/30/2018 1 $ 309,192.71 $ 41,924.43 $ 351,117.14 $ 386,228.86 10/31/2018 2 $ 309,192.71 $ 41,924.43 $ 351,117.14 $ 386,228.86 11/30/2018 3 $ 309,192.71 $ 41,924.43 $ 351,117.14 $ 386,228.86 12/31/2018 4 $ 309,192.71 $ 41,924.43 $ 351,117.14 $ 386,228.86 1/31/2019 5 $ 309,192.71 $ 41,924.43 $ 351,117.14 $ 386,228.86 2 /28/2019 6 $ 309,192.71 $ 41,924.43 $ 351,117.14 $ 386,228.86 3/31/2019 7 $ 309,192.71 $ 41,924.43 $ 351,117.14 $ 386,228.86 4 /30/2019 8 $ 309,192.71 $ 41,924.43 $ 351,117.14 $ 386,228.86 5/31/2019 9 $ 309,192.71 $ 41,924.43 $ 351,117.14 $ 386,228.86 6 /30/2019 10 $ 309,192.71 $ 41,924.43 $ 351,117.14 $ 386,228.86 7/31/2019 11 $ 309,192.71 $ 41,924.43 $ 351,117.14 $ 386,228.86 8/31/2019 12 $ 309,192.71 $ 41,924.43 $ 351,117.14 $ 386,228.86 9 /30/2019 13 $ 309,192.71 $ 41,924.43 $ 351,117.14 $ 386,228.86 10/31/2019 14 $ 1,011,426.83 $ 41,924.43 $ 1,053,351.26 $ 1,158,686.39

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