On September 8, 2022 (the Closing Date), Giga-tronics Incorporated (the Company) acquired 100% of the capital stock of Gresham Worldwide Inc. (Gresham) from BitNile Holdings Inc. (BitNile). Under the Agreement, BitNile received the right to appoint four members of a seven member Board. Their designees are Jeffrey Bentz, William Horne, Jonathan Read and Robert Smith.

Mr. Henckels resigned as a director leaving the remaining current directors, John Regazzi, William Thompson and Thomas Vickers, as the Company's designees. On the Closing Date, pursuant to the Agreement, Lutz Henckels as Chief Operating Officer of the Company resigned The Board appointed Timothy Long who is Gresham's Chief Operating Officer as the Company's Chief Operating Officer. Effective September 8, 2022, the Company entered into indemnification agreements (the Indemnification Agreements) with all new executive officers and directors of the Company.

Timothy Long, 65, has been the Chief Operating Officer of Gresham since December 2019 and its Executive Vice President since April 2019. He also has served as the Chief Executive Officer and Chairman of the Board of Directors of Microphase, since December 2019 and as an Executive Director of Gresham's UK operations since June 2019. Before joining Gresham, Mr. Long worked as a consultant to businesses, municipalities, and institutions of higher learning on government contracting, clean energy, sustainability, and government affairs for 15 years.

From September 2018 to April 2019, Mr. Long worked as a consultant to Power Grow Inc., Spark Fund and Secure Systems through his sole proprietorship, Long View Consulting. Mr. Long has served on the board of directors of Power Grow. William B. Horne, has served as a member of BitNile since October 2016.

On January 19, 2021, Mr. Horne resigned as President and was appointed as the Chief Executive Officer of BitNile. On August 19, 2020, Mr. Horne resigned as BitNile's Chief Financial Officer and was appointed as BitNile's President. Mr. Horne was appointed as BitNile's Chief Financial Officer on January 25, 2018.

Prior to his appointment as BitNile's Chief Financial Officer, Mr. Horne served as one of their independent directors. Mr. Horne served as the Chief Financial Officer of Targeted Medical Pharma Inc. from August 2013 to May 2019. Mr. Horne has served as the Chief Executive Officer and on the board of directors of ADTC since its incorporation in February 2021.

Mr. Horne is a director and Chief Financial Officer of Avalanche International Corp. Mr. Horne has served on the board of directors of Alzamend Neuro Inc. since June 1, 2016 and became its Chairman of the board upon consummation of its initial public offering. Mr. Horne previously held the position of Chief Financial Officer in various public and private companies in the healthcare and high-tech field.

Jeffrey Bentz, serves as one of BitNile's independent directors. Mr. Bentz is an experienced businessman who has served since 1994 as President of North Star Terminal & Stevedore Company. Mr. Bentz has served on the board of directors of ADTC, an NYSE listed SPAC, since its initial public offering in December 2021.

He also has served as a director and advisor to several private companies and agencies. Robert Smith, serves as BitNile's lead independent director. Previously, he served as a member of BitNile's board of directors from November 2010 until May 2015, and served as a member of BitNile's Advisory Board from 2002 until 2015.

Mr. Smith is currently a C-level executive consultant working with Bay Area high-tech firms on various strategic initiatives in all aspects of their business. Mr. Smith has served on the board of directors of ADTC since its initial public offering in December 2021.