On September 21, 2018, DPW Holdings, Inc. issued an unsecured Term Promissory Note in the principal face amount of $526,316.00 (the “Note”) to Bellridge Capital L.P. (“Bellridge”) that had a maturity date of December 31, 2018 (the “Maturity Date”). The Note provides for an interest rate of 12%, payable on the Maturity Date. Upon the occurrence of an Event of Default, the interest rate payable on the Note shall increase to 18%. The Company received a notice of default (the “Notice”) from Bellridge on January 2, 2019 informing it that the Note was in default because the Company had not repaid the Note by the Maturity Date. On January 7, 2019, Bellridge confirmed that the interest rate had increased to the Default Rate. In addition, the Note states that an amount equal to a premium of 30% of all principal and interest shall be immediately added to the principal due under the Note. Prior to receipt of the Notice from Bellridge, the Company was attempting to reach a negotiated settlement with Bellridge, and remains in discussions with Bellridge to do so. Notwithstanding receipt of the Notice, the Company hopes to continue to work with Bellridge to settle its obligations under the Bellridge Note. The Company intends to vigorously defend its position should a mutually amicable resolution prove unattainable.