13D Filing: Iroquois Capital Management, LLC and Digital Power Corp (DPW)

CUSIP No. 253862 10 6

13D

Page 11 of 14 Pages

B.	Iroquois Investment

(a)

As of the date of this Schedule 13D, Iroquois Investment directly and beneficially owns 83,335 Shares which are issuable upon the exercise of the November 2016 Warrant owned by Iroquois Investment.  This does not include 83,333 Shares which are issuable upon exercise of the February 2017 Warrant owned by Iroquois Investment, which is not exercisable within 60 days of this Schedule 13D.  Including such Warrants, Iroquois Investment beneficially owns 166,668 Shares.

Percentage: Approximately
0.8%. Including Warrants that are not exercisable within 60 days of this Schedule 13D, the percentage is approximately 1.5%.

(b)

1. Sole power to vote or direct vote: 83,333

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 83,333

4. Shared power to dispose or direct the disposition: 0

(c)

Iroquois Investment has not entered into any transactions in the Shares during the past 60 days.

D.	Richard Abbe

(a)

As of the date of this Schedule 13D, Mr. Abbe beneficially owns 417,667 Shares, which includes (i) 83,335 Shares which are issuable upon exercise of the November 2016 Warrant owned by Iroquois Investment, (ii) 166,665 Shares which are issuable upon the exercise of the November 2016 Warrant owned by Iroquois Master Fund, (iii) 166,667 Shares which are issuable upon the conversion of the Convertible Note owned by Iroquois Master Fund, and (iv) 1,000 Shares owned by Iroquois Master Fund.  This does not include (i) 83,333 Shares which are issuable upon exercise of the February 2017 Warrant owned by Iroquois Investment, or (ii) an aggregate of 250,000 Shares which are issuable upon exercise of the February 2017 Warrant, April 5, 2017 Warrant and April 17, 2017 Warrant owned by Iroquois Master Fund, none of which is exercisable within 60 days of this Schedule 13D.  Including such Warrants, and without regard to any beneficial ownership limitation on the Warrants, Mr. Abbe beneficially owns 751,000 Shares.

Percentage:
Approximately 3.6%. Including Warrants that are not exercisable within 60 days of this Schedule 13D, and without regard to any
beneficial ownership limitation on the Warrants, the percentage is approximately 6.4%.

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 417,667

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 417,667

(c)

Mr. Abbe has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares by Iroquois Master Fund during the past 60 days are set forth in Item 5(B)(c) of this Schedule 13D and are incorporated by reference herein.

Each Reporting Person, as a member of a “group”
with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be
deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims
beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.