NOTE PURCHASE AGREEMENTSecurities Purchase Agreement • October 16th, 2023 • Ault Alliance, Inc. • Electronic components, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 13, 2023 (the “Effective Date”), between Ault Alliance, Inc., a Delaware corporation (the “Company”), and Ault & Company, Inc., a Delaware corporation (the “Purchaser”).
AULT ALLIANCE, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • October 16th, 2023 • Ault Alliance, Inc. • Electronic components, nec • New York
THIS CERTIFIES THAT, for value received, the Holder is entitled to purchase, and AULT ALLIANCE, INC.., a Delaware 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, an aggregate of 47,685,988 shares of the Company’s Class A Common Stock, par value $0.001 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 issued by the Company pursuant to that certain Note Purchase Agreement dated as of October 13, 2023 (the “Purchase Agreement”) pursuant to which the Company has offered and sold to the purchaser named therein its 10% Senior Secured Convertible Note.
10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE OCTOBER 12, 2028Convertible Security Agreement • October 16th, 2023 • Ault Alliance, Inc. • Electronic components, nec • New York
THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Ault Alliance, Inc, a Delaware corporation (the “Company” or the “Borrower”), having its principal place of business at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141, designated as its 10% Senior Secured Convertible Promissory Note due October 12, 2028 (the “Note”).
SECURITY AGREEMENTSecurity Agreement • October 16th, 2023 • Ault Alliance, Inc. • Electronic components, nec
This SECURITY AGREEMENT, dated as of October 13, 2023 (this “Agreement”), is by and among Ault Alliance, Inc., a Delaware corporation (the “Company”), Sentinum, Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“Sentinum”), Ault Global Real Estate Equities, Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“AGREE”), Third Avenue Apartments LLC, a Delaware limited liability company (the “Florida Property Owner”), Alliance Cloud Services, LLC, a Delaware limited liability company (the “Michigan Property Owner”), Ault Aviation, LLC, a Nevada limited liability company (“Aviation”), Ault Lending, LLC, a California limited liability company (“Ault Lending”) BNI Montana LLC, a Delaware limited liability company and (“BNI Montana,” and collectively with the Company, Sentinum, the Florida Property Owner, the Michigan Property Owner, Aviation and Ault Lending, the “Debtor” or “Debtors”) and Ault & Company, Inc., a Delaware corporation, as the holder
SUBORDINATION AGREEMENTSubordination Agreement • October 16th, 2023 • Ault Alliance, Inc. • Electronic components, nec
This Subordination Agreement (this “Agreement”) is made as of October 13, 2023, by and among Ault & Company, Inc., a Delaware corporation, having an address at 11411 Southern Highlands Pkwy, #240, Las Vegas, Nevada 89141 (“Subordinated Lender”), Ault Alliance, Inc., a Delaware corporation (f/k/a BitNile Holdings, Inc.) (the “Parent”), Third Avenue Apartments LLC, a Delaware limited liability company (the “Florida Property Owner”), Alliance Cloud Services, LLC, a Delaware limited liability company (the “Michigan Property Owner”), Sentinum, Inc., a Nevada corporation (f/k/a BitNile, Inc.) (“Sentinum”), Ault Aviation, LLC, a Nevada limited liability company (“Aviation”), Ault Lending, LLC, a California limited liability company (“Ault Lending”), BNI Montana LLC, a Delaware limited liability company (“BNI Montana”, and collectively with the Parent, the Florida Property Owner, the Michigan Property Owner, Sentinum, Aviation and Ault Lending, the “Obligor” and each reference to “Obligor” her
