Ault Alliance, Inc. announced that it has entered into a Securities Purchase Agreement with Ault & Company, Inc. to issue 50,000 shares of Series C convertible preferred stock at an issue price of $1,000 per share for the gross proceeds of $50,000,000 and Series C warrants for a total purchase price of up to $50,000,000 on November 6, 2023. The consummation of the transactions contemplated by the Agreement, specifically the conversion of the Series C Convertible Preferred Stock and the exercise of the Series C Warrants in an aggregate number in excess of 19.99% on the execution date of the Agreement, are subject to various customary closing conditions as well as regulatory and Stockholder Approval (as hereinafter defined). In addition to customary closing conditions, the closing of the Financing is also conditioned upon the receipt by the Purchaser of financing to consummate the transaction.

Each share of Series C Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Common Stock at a conversion price equal to the greater of $0.10 per share and the lesser of $0.2098, which represents 105% of the volume weighted average price of the Common Stock during the ten trading days immediately prior to the Execution Date, or 105% of the volume weighted average price of the Common Stock during the ten trading days immediately prior to the date of conversion. The Conversion Price is subject to adjustment in the event of an issuance of Common Stock at a price per share lower than the Conversion Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events. The Floor Price, however, shall not be adjusted for stock dividends, stock splits, stock combinations or other similar transactions.

At closing, the Company will issue the Purchaser the Series C Warrants, which grant the Purchaser the right to purchase a specified number of Common Stock (the ? Warrant Shares ?). The exercise price of the Warrants is $0.1353 and the number of Warrant Shares is determined by dividing the actual investment amount by the Exercise Price.

The Exercise Price is subject to adjustment in the event of customary stock splits, stock dividends, combinations or similar events. The Series C Warrants have a five-year term, expiring on the fifth anniversary of the Closing Date, and become exercisable on the first business day after the six-month anniversary of the Closing Date.