Form 8-K

8-K — Hyperscale Data, Inc.

Accession: 0001214659-26-012236

Filed: 2026-09-30

Period: 2026-09-30

CIK: 0000896493

SIC: 3533 (OIL & GAS FILED MACHINERY & EQUIPMENT)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

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EX-10.1 — EXHIBIT 10.1 (ex10_1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

___________________________________________________________________

Date of Report (Date of earliest event reported): September

30, 2026

HYPERSCALE DATA, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-12711

94-1721931

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

11411 Southern Highlands Parkway, Suite 190,

Las Vegas, NV 89141

(Address of principal executive offices) (Zip Code)

(949) 444-5464

(Registrant's telephone number, including area

code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value

GPUS

NYSE American

13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share

GPUS PD

NYSE American

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On September 29, 2026 (the “Execution

Date”), Hyperscale Data, Inc., a Delaware corporation (the “Company”), along with its wholly owned subsidiaries

Sentinum, Inc. (“Sentinum”), Alliance Cloud Services, LLC (“Alliance Cloud”), Ault Capital Group,

Inc. (“Ault Capital”), BNI Montana, LLC (“BNI Montana”), Ault Lending, LLC (“Ault Lending”),

Ault Aviation, LLC (“Ault Aviation”) and Ault Global Real Estate Equities, Inc. (“AGREE” and collectively

with the Company, Sentinum, Alliance Cloud, Ault Capital, BNI Montana, Ault Lending and Ault Aviation, the “Hyperscale Guarantors”)

entered into the Eighth Amendment and Guarantor Joinder to Loan and Guaranty Agreement (the “Amendment”) to the Loan

and Guaranty Agreement dated as of December 14, 2023, as previously amended (the “Loan Agreement”) with JGB Capital,

LP (“JGB Capital”), JGB Partners, LP (“JGB Partners”), JGB (Cayman) Buckeye Ltd. (“JGB

Cayman”), Deepdale Investors LLC (“Deepdale” and collectively with JGB Capital, JGB Partners and JGB Cayman,

the “Lenders”) and JGB Collateral LLC, as administrative agent and collateral agent for the Lenders.

Pursuant to the Amendment, the Loan Agreement was amended, whereby

Ault & Company, Inc., a Delaware corporation (“Ault & Co.”) borrowed an additional $21 million and issued secured

promissory notes to the Lenders in the aggregate amount of $22,580,645 (collectively, the “Notes”; and the transaction,

the “Additional Loan”). In addition, the maturity date of all loans under the Loan Agreement was extended until December

14, 2027. The Additional Loan, together with the original loans under the Loan Agreement, are secured by collateral owned by certain Hyperscale

Guarantors pursuant to a security agreement, a security and pledge agreement as well as mortgages on properties owned. The Additional

Loan is subject to those same security, pledge and mortgages.

Ault & Co. is an affiliate of the Company.

The material terms of the Loan Agreement and other transaction documents entered into in connection therewith were described in the Form

8-K filed with the Securities and Exchange Commission (the “Commission”) on December 15, 2023 and are incorporated

herein by reference.

Ault & Co. intends to utilize the Additional Loan to provide a

loan to Rockwell One Holdings, LLC (“Rockwell”) in an amount equal to the outstanding amount owed by Rockwell to its

existing lender on the manufacturing facility located on a property in LaGrange, Georgia (the “Rockwell Property”).

In return, Ault & Co. will receive a promissory note that will be secured by a leasehold deed to secure debt (the “Leasehold

Mortgage”), personal and corporate guarantees and assignment of rents and agreements, among other loan documents. The Leasehold

Mortgage provides Ault & Co. a first priority security interest in the Rockwell Property. Rockwell is the tenant under a lease with

the Development Authority of LaGrange, as landlord, on the Rockwell Property. Blackrod Holdings, LLC (“Blackrod”),

an affiliate of Rockwell, manufactures and assembles its firearms and related products under the name “Remington” at

the Rockwell Property. The Rockwell Property, including the Leasehold Mortgage and various rights that Ault & Co. has pursuant to

the various loan documents, will be collateral in support of the guarantee of the repayment of the Notes. Ault & Co. has the right

to repay the Additional Loan in full, plus interest, to the Lenders, and have the security interests in the Rockwell Property released.

Pursuant to the Amendment, the Hyperscale Guarantors, as well as Milton

C. Ault, III, the Company’s Executive Chairman and the Chief Executive Officer of Ault & Co. and Scott Soura, the Manager of

Blackrod, agreed to act as guarantors for repayment of the Notes.

The representations, warranties and covenants

contained in the Amendment were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the

parties to the Amendment and are subject to limitations agreed upon by the contracting parties. Accordingly, the Amendment is incorporated

herein by reference only to provide investors with information regarding the terms of the Amendment and not to provide investors with

any other factual information regarding the Company or its business and should be read in conjunction with the disclosures in the Company’s

periodic reports and other filings with the Commission.

The

foregoing descriptions of the Amendment, which includes the Notes, does not purport to be

complete and is qualified in its entirety by reference to the form which is annexed hereto as Exhibit 10.1 to this

Current Report on Form 8-K and is incorporated herein by reference. The foregoing does not purport to be a complete description

of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to such exhibit.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of

a Registrant.

The information contained in Item 1.01 of this Current Report on Form

8-K is incorporated herein by reference to this Item 2.03.

-2-

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

10.1*

Form of Eighth Amendment and Guarantor Joinder to Loan and Guaranty Agreement, dated September 29, 2026.

101

Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

* The annexes, schedules, and certain exhibits

to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby agrees to furnish supplementally

a copy of any omitted annex, schedule or exhibit to the SEC upon request.

-3-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HYPERSCALE DATA, INC.

Dated: September 30, 2026

/s/ William B. Horne

William B. Horne

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ex10_1.htm · Sequence: 2

Exhibit 10.1

EIGHTH AMENDMENT AND GUARANTOR JOINDER TO

LOAN AND GUARANTY AGREEMENT

This EIGHTH AMENDMENT TO LOAN

AND GUARANTY AGREEMENT (“Amendment”) is dated as of September 29, 2026 (the “Execution Date”), and

is entered into by and among AULT & COMPANY, INC., a Delaware corporation (“Borrower”), Alliance

Cloud Services, LLC, a Delaware limited liability company (the “Michigan Property Owner”), SENTINUM,

Inc., a Nevada corporation (“Sentinum”), HYPERSCALE DATA, INC. (F/K/A AULT

ALLIANCE, INC.), a Delaware corporation (“Hyperscale”), AULT

AVIATION, LLC, a Nevada limited liability company (“Aviation”), BNI MONTANA, LLC, a Delaware limited

liability company (“BNI”), AULT LENDING, LLC, a California limited

liability company (“Ault Lending”), AULT GLOBAL REAL ESTATE EQUITIES, INC., a Nevada corporation (“AG”),

AULT CAPITAL GROUP, INC., a Nevada corporation (“ACG”), Milton

“Todd” Ault, III, a natural person (“Ault”), Scott Soura, as a new personal guarantor (“Soura”

and together with the Michigan Property Owner, Sentinum, Hyperscale, Aviation, BNI, Ault Lending, AG, ACG and Ault collectively, “Guarantors”

and each, a “Guarantor”), JGB CAPITAL L.P., a Delaware limited partnership, JGB PARTNERS L.P., a Delaware

limited partnership, JGB (CAYMAN) BUCKEYE LTD., a Cayman Islands exempted company, and DEEPDALE INVESTORS LLC, as a new

lender (collectively, “Lenders”, and each, a “Lender”), and JGB COLLATERAL LLC, as administrative

agent and collateral agent for Lenders (in such capacity, together with its successors, “JGB Agent”).

RECITALS:

WHEREAS, JGB Agent, the Lenders,

Borrower, and Guarantors have entered into that certain Loan and Guaranty Agreement, dated as of December 14, 2023 (as amended by that

certain First Amendment to the Loan and Guaranty Agreement, dated as of April 15, 2024, as further amended by that certain Second Amendment

to Loan and Guaranty Agreement, dated as of May 15, 2024, as further amended by that certain Third Amendment to Loan and Guaranty Agreement,

dated as of July 25, 2024, as further amended by that certain Fourth Amendment to Loan and Guaranty Agreement, dated as of August 16,

2024, as further amended by that certain Fifth Amendment to Loan and Guaranty Agreement, dated as of September 17, 2024, as further amended

by that certain Sixth Amendment to Loan and Guaranty Agreement, dated as of March 7, 2025, as further amended by that certain Seventh

Amendment to Loan and Guaranty Agreement, dated as of December 2, 2025 and as may be further amended, restated, supplemented or otherwise

modified from time to time, the “Credit Agreement”). Terms used herein and not otherwise defined herein are used as

defined in the Credit Agreement;

WHEREAS, the parties hereto

desire to amend the Credit Agreement as set forth in Exhibit A attached hereto;

NOW THEREFORE, in consideration

of the mutual conditions and agreements set forth in the Credit Agreement and this Amendment, and other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Amendments

to Credit Agreement. The Credit Agreement is hereby amended as set forth in Exhibit A hereto, including to delete the stricken

text (indicated textually in the same manner as the following example: stricken text)

and to add the double-underlined text (indicated textually in the same manner as the following example: double

underlined text).

2. Releases.

In further consideration of Lenders’ and JGB Agent’s execution of this Amendment, each Loan Party and each Personal Guarantor,

on behalf of itself and its successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, agents and attorneys,

hereby forever, fully, unconditionally and irrevocably waives and releases Lender and Agent and their respective successors, assigns,

parents, subsidiaries, affiliates, officers, directors, employees, attorneys and agents (collectively, the “Releasees”)

from any and all claims, liabilities, obligations, debts, causes of action (whether at law or in equity or otherwise), defenses, counterclaims,

setoffs, of any kind, whether known or unknown, whether liquidated or unliquidated, matured or unmatured, fixed or contingent, directly

or indirectly arising out of, connected with, resulting from or related to any act or omission by any Releasee, on or prior to the date

hereof, with respect to the Loan Documents, the transactions contemplated thereby or any enforcement or attempted enforcement of the Loan

Documents by any Releasee (collectively, the “Claims”). Each Loan Party and each Personal Guarantor further

agrees that it shall not commence, institute, or prosecute any lawsuit, action or other proceeding, whether judicial, administrative or

otherwise, to prosecute, collect or enforce any Claim.

3. Affirmations.

Each Loan Party and each Personal Guarantor acknowledges and agrees:

(a) the

Loan Documents are legal, valid, binding and enforceable against each Loan Party and each Personal Guarantor in accordance with their

respective terms;

(b) each

Loan Party’s and each Personal Guarantor’s respective obligations under the Loan Documents are not subject to any setoff,

deduction, claim, counterclaim or defenses of any kind or character whatsoever;

Agent (for the benefit of the Lenders) has valid, enforceable and perfected security interests in and liens on the collateral described

in the Loan Documents (including the Segregated Account), as to which there are no setoffs, deductions, claims, counterclaims, or defenses

of any kind or character whatsoever;

(d) No

Event of Default has occurred and is continuing and there is no circumstance that with the passage of time, the giving of notice or both

would become an Event of Default; and

(e) Lenders

and JGB Agent have fully and timely performed all of their respective obligations and duties in compliance with the Loan Documents and

applicable law, and have acted reasonably, in good faith and appropriately under the circumstances.

4. Joinder

of Soura. Soura hereby joins the Credit as a Personal Guarantor and Soura agrees to be bound by all of the terms and conditions of

the Credit Agreement applicable to a Personal Guarantor and to Soura individually. Notwithstanding the foregoing, if the Note Purchase

(as defined in the Credit Agreement as amended hereby) is not consummated by September 30, 2026, then the JGB Agent shall take all steps

reasonably necessary to release Soura as a Personal Guarantor.

5. Severability.

The illegality or unenforceability of any provision of this Amendment shall not in any way affect or impair the legality or enforceability

of the remaining provisions of this Amendment.

6. References.

Any reference to the Credit Agreement contained in any notice, request, certificate, or other document executed concurrently with

or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require.

Reference in any of this Amendment, the Credit Agreement or any other Loan Document to the Credit Agreement shall be a reference to the

Credit Agreement as amended hereby and as further amended, modified, restated, supplemented or extended from time to time.

7. Captions.

Section captions used in this Amendment are for convenience only and shall not affect the construction of this Amendment.

8. Ratification.

Except as expressly modified by this Amendment, the terms and provisions of the Credit Agreement and the other Loan Documents are

ratified and confirmed and shall continue in full force and effect. This Amendment constitutes the entire agreement, and supersedes all

prior understandings and agreements, among the parties relating to the subject matter hereof. For the avoidance of all doubt, the Amendment

Charge is not in substitution of any payments (whether for principal or interest) or required contributions to the Segregated Account,

in each case, in accordance with the Loan Documents.

9. Governing

Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED

IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION

OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

10. Disclosure.

Hyperscale will disclose the material terms of this Amendment and the transactions contemplated hereby and thereby by not later than 5:30

p.m. (New York City time) on the fourth Trading Day following the date hereof by means of a Current Report on Form 8-K (a “Report”)

filed with the Commission. The Report shall include as exhibits this Amendment. From and after the filing of the Report with the Commission,

Hyperscale acknowledges and agrees that the Lenders shall not be in possession of any material, nonpublic information received from Hyperscale,

any of its Subsidiaries or any of their respective officers or directors or Affiliates.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties

hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers on the date first written

above.

BORROWER:

AULT & COMPANY, INC.

By:_______________________________

Name: Milton C. Ault, III

Title: Chief Executive Officer

GUARANTORS:

AULT LENDING, LLC

By: ______________________________

Name: William B. Horne

Title: Chief Executive Officer

MILTON C. AULT, III

By: ______________________________

HYPERSCALE DATA, INC.

By: ______________________________

Name: Milton C. Ault, III

Title: Executive Chairman

SENTINUM, INC.

By: ______________________________

Name: William B. Horne

Title: Chief Executive Officer

Signature Page to Eighth Amendment to Loan and

Guaranty Agreement

ALLIANCE CLOUD SERVICES, LLC

By: ALLIANCE CLOUD MANAGEMENT, LLC, its manager

By: AC MANAGEMENT, INC., its managing member

By:_______________________________

Name: Jay Looney

Title: Chief Executive Officer

AULT AVIATION, LLC

By: AULT CAPITAL GROUP, INC., its managing member

By: ______________________________

Name: Milton C. Ault, III

Title: Executive Chairman

BNI MONTANA, LLC

By: SENTINUM, INC., its manager

By: ______________________________

Name: William B. Horne

Title: Chief Executive Officer

AULT GLOBAL REAL ESTATE EQUITIES, INC.

By: ______________________________

Name: Kenneth S. Cragun

Title: Chief Financial Officer

AULT CAPITAL GROUP, INC.

By: ______________________________

Name: Milton C. Ault, III

Title: Executive Chairman

Signature Page to Eighth Amendment to Loan and

Guaranty Agreement

SCOUT SOURA

By:_______________________________

JGB AGENT:

JGB COLLATERAL LLC

By: ______________________________

Name: Brett Cohen

Title: President

LENDERS:

JGB CAPITAL L.P.

By: ______________________________

Name: Brett Cohen

Title: President

JGB PARTNERS L.P.

By: ______________________________

Name: Brett Cohen

Title: President

JGB (CAYMAN) BUCKEYE LTD.

By: ______________________________

Name: Brett Cohen

Title: President

DEEPDALE INVESTORS LLC

By: ______________________________

Name: Brett Cohen

Title: President

Signature Page to Eighth Amendment to Loan and

Guaranty Agreement

Exhibit A

Conformed Loan Agreement

Conformed

through Eighth Amendment

THE INDEBTEDNESS GOVERNED HEREBY HAS BEEN

ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX PURPOSES. FOR FURTHER INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT

OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO MATURITY OF SUCH INDEBTEDNESS, THE HOLDER OF THIS NOTE SHOULD CONTACT THE

OFFICE OF THE CHIEF FINANCIAL OFFICER OF AULT & COMPANY, INC. PURSUANT TO THE NOTICES SECTION HERETO, WHO WILL MAKE SUCH INFORMATION

AVAILABLE.

LOAN AND guaranty

AGREEMENT

This LOAN AND guaranty

AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as December

14, 2023 (the “Closing Date”), is entered into among AULT & COMPANY, INC., a Delaware corporation (“Borrower

Representative” and each other Person from time to time party hereto as a borrower, collectively, “Borrowers”,

and each, a “Borrower”), Third

Avenue APARTMENTS LLC, a Delaware limited liability company (the “Florida

Property Owner”), Alliance

Cloud Services, LLC, Delaware limited liability company (the “Michigan Property Owner”), SENTINUM,

Inc., a Nevada corporation (“Sentinum”), AULT

ALLIANCEHYPERSCALE DATA,

INC., a Delaware corporation (“Ault

Allianceformerly known as Ault

Alliance, INC.) (“Hyperscale”), Ault

AVIATION, LLC, a Nevada limited liability company (“Aviation”), BNI MONTANTAMONTANA,

LLC, a Delaware limited liability company (“BNI”), AULT

Lending, LLC, a California limited liability company (“Ault Lending”), AULT GLOBAL REAL ESTATE EQUITIES,

INC., a Nevada corporation (“AG”), AULT CAPITAL

GROUP, INC., a Nevada corporation (“ACG”), Milton

“Todd” Ault, III, a natural person (“PersonalAult

Guarantor”), SCOTT SOURA, a natural person (“Soura

Guarantor” and together with the Florida Property Owner,Ault

Guarantor, the “Personal Guarantors” and each a “Personal Guarantor” and the Personal Guarantors

collectively with the Michigan Property Owner, Sentinum, Ault AllianceHyperscale,

Aviation, BNI, Ault Lending, AG, ACG and each other party from time

to time party hereto as a guarantor or otherwise acting as a guarantor with respect to the Obligations, collectively, “Guarantors”

and each, a “Guarantor”), JGB CAPITAL, LP, a Delaware limited partnership, JGB PARTNERS, LP, a Delaware

limited partnership and,

JGB (CAYMAN) BUCKEYE LTD., a Cayman Islands exempted company, and

DEEPDALE INVESTORS, LLC, a Delaware limited liability company, and any other lender from time to time party hereto (collectively,

“Lenders”, and each, a “Lender”), and JGB COLLATERAL LLC, as administrative agent and collateral

agent for Lenders (in such capacity, together with its successors, “JGB Agent”).

AGREEMENT

The

parties hereto hereby agree as follows:

1. ACCOUNTING

AND OTHER TERMS

Accounting terms not defined in this Agreement

shall be construed in accordance with GAAP, and calculations and determinations shall be made following GAAP, consistently applied. Capitalized

terms not otherwise defined in this Agreement shall have the meanings set forth on Exhibit A. All other terms contained in this

Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. As used

in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive, the word “or”

is not exclusive, the words “includes” and “including” are not limiting, the singular includes the plural, and

numbers denoting amounts that are set off in brackets are negative. Unless otherwise specified, all references in this Agreement or any

Annex or Schedule hereto to a “Section,” “subsection,” “Exhibit,” “Annex,” or “Schedule”

shall refer to the corresponding Section, subsection, Exhibit, Annex, or Schedule in or to this Agreement. For purposes of the Loan Documents,

whenever a representation or warranty is made to a Person’s knowledge or awareness, knowledge or awareness means the actual knowledge,

after reasonable investigation, of any Responsible Officer of such Person. As appropriate, amounts specified herein as amounts in dollars

shall be or include any relevant Dollar Equivalent amount.

2. LOAN

AND TERMS OF PAYMENT

2.1 Promise

to Pay. Each Borrower hereby unconditionally promises to pay each Lender, ratably, the outstanding principal amount of all Loans,

accrued and unpaid interest, fees and charges thereon and to pay all Obligations as and when due in accordance with this Agreement.

2.2 Availability

and Repayment of the Loans.

(a) Availability.

Subject to the terms and conditions

of this Agreement, each Lender agrees, severally and not jointly, to make to Borrowers one or more advances on the Closing Date in the

principal amount equal to its Term LoanClosing

Date Advance Commitment (the “Term LoanClosing

Date Advance”) less the applicable Original Issue

Discount as provided in the Disbursement Letter. Lenders’ commitments to make the Term LoanClosing

Date Advance shall terminate upon the funding of the Term LoanClosing

Date Advance on the Closing Date.

Borrower Representative shall use the net proceeds

of the Term LoanClosing

Date Advance to (i) fund part of the price for 41,500 shares of newly issued shares of Series C Convertible Preferred Stock and

warrants of Ault AllianceHyperscale

(the “Preferred Stock”) for an aggregate purchase price of $41,500,000 and (ii) repay in full its indebtedness to Oree

Lending Company, LLC (the “Oree Debt”) and Helios Funds, LLC (the “Helios Debt”) in the aggregate

amount equal to $12,615,482.04. Ault AllianceHyperscale

will use the proceeds from sale of the Preferred Stock to (a) repay in full its 8.5% secured promissory notes due 2024 (“Secured

Notes”), which are owned by Borrower Representative, in an aggregate amount equal to $17,524,796.53 (the “Ault &

Co Note”), (b) repay in full all of its obligations and those of its subsidiaries under the Loan and Guaranty Agreement (the

“Prior Loan Agreement”) with JGB Capital, LP, JGB Partners, LP and JGB (Cayman) Buckeye Ltd. dated November 7, 2022,

as amended on July 19, 2023, and (c) for working capital purposes. The closings on the Term LoanClosing

Date Advance and foregoing payments shall occur in the sequence set forth in the disbursement letter executed by the parties hereto

(the “Disbursement Letter”).

(b) Eighth

Amendment Advance. Subject to the terms and conditions of this Agreement, each Lender agrees, severally and not jointly, to make to Borrowers

an additional advance on the Eighth Amendment Effective Date in the aggregate principal amount of $22,580,645 (the “Eighth Amendment

Advance” and together with the Closing Date Advance, the “Term Loan”), which amount includes original issue

discount of $1,580,645, resulting in actual availability of $21,000,000. Lenders’ commitments to make the Eighth Amendment Advance

shall terminate upon the funding thereof on the Eighth Amendment Effective Date. After giving effect to the Eighth Amendment Advance,

the aggregate outstanding principal amount of the Term Loan shall equal $62,199,564. The Lenders shall disburse the Eight Amendment Advance

directly into the Segregated Account. For the avoidance of doubt, the Loan Parties consent to the disbursement of the Eight Amendment

Advance to the Segregated Account and acknowledge that the Eighth Amendment Advance is an outstanding portion of the principal amount

of the Term Loan (notwithstanding that Borrower Representative will not have access to the Eighth Amendment Advance while it is held in

the Segregated Account). Subject to the satisfaction of the conditions set forth in Section 3.3 on or prior to September 30, 2026, the

JGB Agent shall release the Eighth Amendment Advance from the Segregated Account for the Borrower Representative to provide a loan, evidenced

by (i) a promissory note (the “New Rockwell Note”), made to Rockwell One Holdings, LLC (“Rockwell”)

in an amount equal to the outstanding amount owed by Rockwell to FCP Properties LLC (the “Existing Rockwell Note”)

and (ii) all related loan documents, including a loan agreement and a leasehold deed to secure debt (the “Deed to Secure Debt”)

(collectively, the “Acquired Rights”). For the avoidance of doubt, in no event shall the JGB Agent be required to release

an amount from the Segregated Account greater than the amount of the Eighth Amendment Advance net of the Original Issue Discount. In the

event that the conditions in Section 3.3 are not satisfied or waived, and the Eighth Amendment Advance is not released from the Segregated

Account, on or before September 30, 2026, the JGB Agent shall be under no obligation to release all or any portion of the Eight Amendment

Advance from the Segregated Account (unless the Loan Parties prepay the Eighth Amendment Advance (including the Original Issue Discount)

in accordance with Section 2.2(e), in which case $21,000,000 may be applied from the Segregated Account towards such prepayment, but $1,580,645

must be paid with other funds of the Loan Parties outside of the Segregated Account.

Repayment.

(i) Payment

of Interest. Commencing on the Closing Date, and continuing thereafter on each Payment Date through the earlier of (x) Term Loan Maturity

Date and prepayment of the Term Loan pursuant to Section 2.2(c) or (d)

or (e), Borrowers shall make consecutive monthly payments of interest.

(d) (c)

Mandatory Prepayment Upon an Acceleration. If (x) the Loans are accelerated following the occurrence and during

the continuance of an Event of Default or (y) there occurs a Change in Control, Borrowers shall immediately pay to Lenders, an amount

equal to the sum of:

(i) all

outstanding principal plus accrued and unpaid interest thereon, plus

(ii) if

such Mandatory Prepayment is made pursuant to the preceding clause (y), the Prepayment Premium, if any, plus

(iii) if

such Mandatory Prepayment is made pursuant to the preceding clause (x), the Default Premium, plus

(iv) all

other sums, if any, that shall have become due and payable, including interest at the Default Rate with respect to any past due amounts.

(e) (d)

Permitted Prepayment of Loans. Borrowers shall have the option to prepay all or a portion of the Term Loan, provided

that Borrowers give written notice to the JGB Agent of its election to prepay the Loans at least five (5) Business Days prior to such

prepayment, and pay, on the date of such prepayment, to Lenders, ratably, an amount equal to the sum of:

(i) all,

or the applicable portion, of the outstanding principal amount of the Term Loan plus accrued and unpaid interest thereon, plus

(ii) the

Prepayment Premium, if any, plus

(iii) all

other sums, if any, that shall have become due and payable, including interest at the Default Rate with respect to any past due amounts.

Notwithstanding

the foregoing, the Eighth Amendment Advance may only be prepaid in full and not in part.

2.3 Payment

of Interest.

(a) Interest

Rate. Subject to Section 2.3(b), the outstanding principal amount of the Loans shall accrue interest from and after the Closing

Date, at the Applicable Rate, and Borrowers shall pay such interest monthly in arrears in cash on each Payment Date commencing on December

31, 2023.

(b) Default

Rate. Immediately upon the occurrence and during the continuance of an Event of Default, the Applicable Rate shall be increased by

eight percentage points (8.0%) above the rate that is otherwise applicable thereto (the “Default Rate”). Fees and expenses

which are required to be paid by Borrowers pursuant to the Loan Documents (including, without limitation, Lender Expenses) but are not

paid when due shall bear interest until paid at a rate equal to the highest rate applicable at such time to any of the Loans. Payment

or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to timely payment

and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies pursuant to the Loan

Documents. Each Borrower agrees that interest at the Default Rate is a reasonable calculation of Lenders’ lost profits in view of

the difficulties and impracticality of determining actual damages resulting from an Event of Default.

Interest Computation. Interest is payable monthly in arrears on each Payment Date and shall be computed on the basis of a 360-day

year for the actual number of days elapsed. In computing interest, (i) all payments

received after 4:00 p.m. Eastern Time on any day shall be deemed received at the opening of business on the next Business Day and

(ii) the date of the making of any Loan shall be included and the date of payment shall be excluded.

(d) Maximum

Interest. Notwithstanding any provision in this Agreement or any other Loan Document, it is the parties’ intent not to contract

for, charge or receive interest at a rate that is greater than the maximum rate permissible by law that a court of competent jurisdiction

shall deem applicable hereto (the “Maximum Rate”). If a court of competent jurisdiction shall finally determine that

a Borrower has actually paid to or for the benefit of Lenders an amount of interest in excess of the amount that would have been payable

if all of the Obligations had at all times borne interest at the Maximum Rate, then such excess interest actually paid by Borrowers shall

be applied as follows: first, to the payment of principal outstanding in respect of the Loans; second, after all principal is repaid,

to the payment of accrued interest, third, to the payment of Lender Expenses and any other Obligations; and fourth, after all Obligations

are repaid, the excess (if any) shall be refunded to Borrowers or paid to whomsoever may be legally entitled thereto, provided that amounts

payable to Lenders, shall be paid ratably.

2.4 Original

Issue Discount; Expenses; Monitoring Payment. Borrowers shall pay to Lenders ratably, or solely with respect to clause (c)

below, to JGB Agent for its own account:

(a) Original

Issue Discount. The Term LoanClosing

Date Advance will be funded with aggregate original discount of Two Million Nine Hundred and Eighteen Thousand Nine Hundred and

Nineteen dollars ($2,918,919) (and

the Eighth Amendment Advance will be funded with aggregate original discount of $1,580,645 (collectively, the “Original

Issue Discount”). The Borrowers acknowledge and agree that the Original Issue Discount is not a fee for services, but compensation

to the Lenders for the foregone use of money. TheAll

Original Issue Discount shall be fully earned by the Lenders on the Closing Date or

Eighth Amendment Effective Date, as applicable, and for the avoidance of doubt, shall be deemed part of the outstanding principal

balance.

(b) Expenses.

All Lender Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement and the

other Loan Documents) incurred through and after the Closing Date, when due (or, if no stated due date, within ten (10) Business Days

after written demand by JGB Agent), provided that the deposit in the amount of One Hundred and Twenty-Five

Thousand dollars ($125,000) previously paid (the “Good Faith Deposit”) shall be applied towards Lender Expenses incurred

through the Closing Date.

Payment. From and after the Closing Date, the Borrowers shall pay the JGB Agent a monthly monitoring payment equal to 0.29% of the

lesser of (i) the originalaggregate

outstanding principal balanceamount

of the Term Loan advanced on the Closing Dateafter

giving effect to the Eighth Amendment Advance, which wasis

$38,918,91962,199,564

or (ii) the outstanding balance of the Term Loan. Such monitoring payment shall be due and payable in arrears on each Payment Date.

2.5 Payments;

Application of Payments; Withholding.

(a) All

payments to be made by Loan Parties under any Loan Document, including payments of principal and interest and all fees, charges, expenses,

indemnities and reimbursements, shall be made in immediately available funds in Dollars, without setoff, recoupment or counterclaim, before

4:00 p.m. Eastern Time on the date when due. Payments of principal and/or interest received after 4:00 p.m. Eastern Time are considered

received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall

be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid.

(b) No

Loan Party shall have a right to specify the order or the loan accounts to which a Lender shall allocate or apply any payments made by

a Loan Party to or for the benefit of such Lender or otherwise received by such Lender under this Agreement when any such allocation or

application is not expressly specified elsewhere in this Agreement.

parties hereto hereby agree to the terms and conditions set forth on Schedule 3 hereto.

2.6 Promissory

Notes. Borrowers agree that: (a) on the Closing Date the Borrowers shall deliver a promissory note to each requesting Lender

to evidence the LoansClosing

Date Advance and other Obligations owing or payable to such Lender, in substantially the form attached hereto as Exhibit C, (b) on the

Eighth Amendment Effective Date the Borrowers shall deliver a promissory note to each requesting Lender to evidence the Eighth Amendment

Advance and other Obligations owing or payable to such Lender, in substantially the form attached hereto as Exhibit C, and

(bc) upon any

Lender’s written request, and in any event within three (3) Business Days of any such request, the Borrowers and receipt of the

existing notes subject to such request, the Borrowers shall execute and deliver to such Lender new notes and/or divide the notes in exchange

for then existing notes in such smaller amounts or denominations as such Lender shall specify in its sole and absolute discretion; provided,

that the aggregate principal amount of such new notes shall not exceed the aggregate outstanding principal amount of the applicable Loans

made by such Lender. Whether or not any such promissory notes are issued, this Agreement shall nonetheless evidence the Loans and other

Obligations owing or payable by Borrowers to each Lender.

3. CONDITIONS

OF LOANS

3.1 Conditions

Precedent to the Term Loan. Each Lender’s obligation to make the Term Loan is subject to the condition precedent that Lender

shall have received, in form and substance satisfactory to JGB Agent, such documents, and completion of such other matters, as JGB Agent

may reasonably deem necessary or appropriate, including, without limitation:

(a) the

representations and warranties in this Agreement and the other Loan Documents shall be true, accurate, and complete in all material respects

on the Closing Date; provided, however, that such materiality qualifier shall not be applicable to any representations and

warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations

and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date;

(b) no

Default or Event of Default shall have occurred and be continuing or result from the Term Loan;

executed signatures and delivery of the Disbursement Letter;

(d) duly

executed signatures to this Agreement;

(e) duly

executed signatures to the Security Agreement;

(f) duly

executed signatures to the Warrant;

(g) duly

executed signatures to the FloridaMichigan

Mortgage;

(h) duly

executed signatures to the Michigan Mortgage;

(h) (i)

duly executed signatures to the Michigan Subordination Agreement;

(i) (j)

duly executed signatures to the PersonalAult

Guarantor Pledge Agreement;

(j) (k)

the duly executed signatures to the Aircraft Mortgage;

(k) (l)

duly executed signatures to the Sentinum Security Agreement;

(l) (m)

duly executed signatures and delivery of the pay-off letter for Indebtedness under the Ault & Co Note;

(m) (n)

duly executed signatures and delivery of the pay-off letter for Indebtedness under the Oree Debt;

(n) (o)

duly executed signatures and delivery of the pay-off letter for Indebtedness under the Helios Debt;

(o) (p)

duly executed signatures and delivery of the pay-off letter for Indebtedness under the Prior Loan Agreement;

(p) (q)

American Land Title Association (ALTA) mortgagee title insurance policies (the “Title Policies”) issued

by Chicago Title Insurance Company or another title insurance company acceptable to the JGB Agent (the “Title Company”),

in an amount not less than the amount reasonably required therefor by the Agent, insuring fee simple title to the Real Property Collateral

and assuring the JGB Agent, as applicable, that the Florida Mortgage creates a valid and enforceable

first priority mortgage lien on the Florida Property and the Michigan Mortgage creates a valid and enforceable first priority

lien on the Michigan Property, which Title Policies shall also include an endorsement for mechanics’ liens and for any other matters

reasonably requested by the Agent;

(q) (r)

a certificate of each Loan Party, duly executed by a Responsible Officer, certifying and attaching (i) the Operating Documents,

(ii) resolutions duly approved by the Board, (iii) any resolutions, consent or waiver duly approved by the requisite holders of such Loan

Party’s Equity Interests, if applicable, and (iv) a schedule of incumbency; and

(r) (s)

payment of Lender Expenses then due as specified in Section 2.4(b).

3.2 Covenant

to Deliver.

(a) Each

Loan Party agrees to deliver each item required to be delivered under this Agreement as a condition precedent to the Term Loan. Each Loan

Party expressly agrees that a Term Loan made prior to the receipt of any such item shall not constitute a waiver by JGB Agent of any Loan

Party’s obligation to deliver such item, and the making of any Term Loan in the absence of a required item shall be in JGB Agent’s

sole discretion.

(b) Each

Loan Party agrees to deliver the items set forth on Schedule 2 hereto within the timeframe set forth therein (or by such other

date as JGB Agent may approve in writing), in each case, in form and substance reasonably acceptable to JGB Agent.

3.3

Reserved.

3.3 Conditions

Precedent to the Eighth Amendment Advance. The JGB Agent’s obligation to release the Eighth Amendment Advance (net of the Original

Issue Discount) from the Segregated Account is subject to the condition precedent that JGB Agent shall have received, in form and substance

satisfactory to JGB Agent, such documents, and completion of such other matters, as JGB Agent may reasonably deem necessary or appropriate,

including, without limitation:

(a) the

representations and warranties in this Agreement and the other Loan Documents shall be true, accurate, and complete in all material respects

on the Eighth Amendment Effective Date; provided, however, that such materiality qualifier shall not be applicable to any representations

and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations

and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date;

(b) no

Default or Event of Default shall have occurred and be continuing, and no event shall have occurred that with the giving of notice or

the passage of time, or both, would constitute an Event of Default;

Material Adverse Effect shall have occurred since December 31, 2025;

(d) Borrower

Representative shall have received from Rockwell an executed pay off letter from the lender under the Existing Rockwell Note valid through

September 30, 2026 (the “Payoff Letter”);

(e) Rockwell

shall have executed a promissory note (the “New Rockwell Note”) and the Deed to Secure Debt in favor of the Borrower

Representative;

(f) Borrower

Representative shall have executed and delivered the disbursement letter with respect to the release of the Eighth Amendment Advance (net

of the Original Issue Discount) from the Segregated Account in the form requested by the JGB Agent;

(g) Borrower

Representative shall have certified to the JGB Agent that the funds to be released from the Segregated Account pursuant to Section 2.2(b)

pursuant to the Eighth Amendment Advance and the Borrower Representative’s other funds on hand shall be sufficient to repay in full

the Existing Rockwell Note;

(h) Rockwell

and Borrower Representative shall have entered into an estoppel, reaffirmation and acknowledgment agreement in a form acceptable to JGB

Agent;

(i) JGB

Agent shall have received UCC lien search reports with respect to the Soura Guarantor, Rockwell and Frontier which shall be acceptable

to the JGB Agent; and

(j) JBG

Agent and Borrower Representative shall have entered into a collateral assignment of the Acquired Rights.

3.4 Collateral

for the Eighth Amendment Advance. As an express condition of the Lenders’ obligation to advance the Eighth Amendment Advance

and the JGB Agent’s obligation to release the Eighth Amendment Advance from the Segregated Account, the Loan Parties hereby agree

as follows:

(a) All

Collateral securing the Obligations prior to the Eighth Amendment Effective Date shall continue to secure all Obligations, including the

Eighth Amendment Advance;

(b) In

addition, following the consummation of the pay-off of the Existing Rockwell Note, the Acquired Rights and the Frontier Guaranty and Security

shall constitute Collateral for all Obligations; and

fifteen (15) days after the consummation of the credit extensions contemplated by the New Rockwell Note, Borrower Representative shall

deliver or cause to be delivered to JGB Agent:

(i) the

original wet ink promissory note evidencing the New Rockwell Note;

(ii) the

Deed to Secure Debt shall have been recorded in the real property records of Troup County, Georgia and Borrower Representative shall have

a perfected first priority security interest in the leasehold interest described therein pursuant to such Deed to Secure Debt;

(iii) an

allonge to the New Rockwell Note in a form acceptable to the JGB Agent, undated and executed in blank;

(iv) a

collateral assignment of the Acquired Rights, including a collateral assignment of the Leasehold Deed to Secure Debt in a form acceptable

for recording in Troup County, Georgia;

(v) any

other documents reasonably requested by JGB Agent to create a first priority perfected security interest in the Acquired Rights and the

Frontier Guaranty and Security in favor of JGB Agent;

(vi) an

amendment to the Michigan Mortgage to increase the amount secured thereby to include the Eighth Amendment Advance, together with a clean

endorsement to the Title Policy insuring the Michigan Mortgage showing no new exceptions to such Title Policy;

(vii) an

amendment to the Aircraft Mortgage to increase the amount secured thereby to include the Eighth Amendment Advance and also amounts due

to any Lender under any warrants issued to any Lender by any Loan Party;

(viii) Borrower

Representative shall have obtained agreements from Frontier Defense LLC whereby Frontier Defense LLC agrees to guarantee all of Rockwell’s

obligations under the New Rockwell Note and to grant a security interest in all of Frontier Defense LLC’s (“Frontier”)

assets (other than any intellectual property of Frontier, including the Trademark License with Ammunition Operations LLC, dated October

12, 2020, as amended or assigned) as security for such guaranty (the “Frontier Guaranty and Security”) and a collateral

assignment of the Frontier Guaranty and Security; and

(ix) a

bond pledge agreement, duly executed by Rockwell in favor of Borrower Representative, pledging the bonds issued by the Development Authority

of LaGrange in the original principal amount of Ninety Million Dollars ($90,000,000) and all related bond documents as collateral for

the New Rockwell Note, which shall be collaterally assigned to the JGB Agent.

3.5 3.4

Lender Status. In connection with the making of the Term Loan and the acquisition of the Note, the Warrants and the

shares of Common Stock issuable upon exercise of the Warrants (the “Securities”), each Lender hereby represents and

warrants to the Loan Parties that (a) such Lender is an “accredited investor” within the meaning of Rule 501 of Regulation

D promulgated under the Securities Act of 1933, as amended, (b) such Lender is making the Term Loan and acquiring the Securities for investment

purposes for its own account and has no present intention to distribute all or any part thereof, (iii) such Lender did not learn of the

transactions contemplated by this Agreement through any general solicitation and (iv) such Lender Investor understands that no Governmental

Authority has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in

the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

4. REPRESENTATIONS

AND WARRANTIES

Each Loan Party represents

and warrants as follows:

4.1 Due

Organization, Authorization; Power and Authority.

(a) Each

Loan Party and each of its Subsidiaries are duly existing and in good standing as a Registered Organization in their respective jurisdictions

of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of

their respective business or ownership of property require that they be qualified except where the failure to do so could not reasonably

be expected to have a Material Adverse Effect. Schedule 4.1(a) correctly sets forth each Loan Parties’ present name, former

names and locations (if any) for the five (5) years prior to the Closing Date), place of formation, tax identification number, organizational

identification number and other information, as may be updated by the Borrower Representative in a written notice (including any Compliance

Certificate) provided to JGB Agent after the Closing Date.

(b) The

execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party have been duly authorized, and do

not (i) conflict with such Loan Party’s Operating Documents or other organizational documents, (ii) contravene, conflict with,

constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order,

writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Loan Party or any of its Subsidiaries

or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with,

or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are

in full force and effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination

or acceleration of, any material agreement by which such Loan Party is bound. No Loan Party is in default under any agreement to which

it is a party or by which it is bound in which the default could reasonably be expected to have a Material Adverse Effect.

Representative has authorized share capital consisting of 20,000,000 shares of Common Stock, 10,000,000 shares of Class B Common Stock

and 5,000,000 shares of preferred stock, of which 3,000 are designated as Series A Convertible Preferred Stock. As of December 14, 2023,

there were approximately 43,500 shares of Common Stock issued and outstanding, 9,287,500 shares of Class B Common Stock issued and outstanding

and 113 shares of Series A Convertible Preferred Stock issued and outstanding.

4.2 Collateral.

(a) Each

Borrower has good title to, rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien pursuant

to the applicable Loan Documents to which it is a party, free and clear of any and all Liens except Permitted Liens.

(b) Schedule

4.2(b) contains an accurate list of each piece of Equipment subject to the Lien of the JGB Agent pursuant to the Security Agreement

and the Sentinum Security Agreement and the serial or other identifying number of each such piece of Equipment. The Personal Property

Collateral is located only at the locations set forth on Schedule 4.2(b). The Personal Property Collateral is not in the possession

of any third party except as otherwise set forth on Schedule 4.2(b).

4.3 Litigation

and Proceedings. Except as set forth on Schedule 4.3(b) or as disclosed in writing pursuant to Section

5.2Sections 5.2.1(e) and 5.2.2(f), there

are no actions, suits, litigations or proceedings, at law or in equity, pending, or, to the knowledge of any Responsible Officer, threatened

in writing, by or against any Loan Party or any of its Subsidiaries, officers or directors which, individually or in the aggregate for

all related proceedings, could reasonably be expected to (i) result in liability or damages in excess of Two Hundred Fifty Thousand dollars

($250,000) or (ii) have any Material Adverse Effect.

4.4 Financial

Statements; Financial Condition. All consolidated and consolidating financial statements for the Borrower Representative and Ault

AllianceHyperscale, respectively, delivered to JGB

Agent fairly present in all material respects the consolidated and consolidating financial condition and results of operations of the

Borrower Representative and Ault AllianceHyperscale,

respectively, as of the respective dates and for the respective periods then ended, and there are no material liabilities (including any

contingent liabilities) which are not reflected in such financial statements. There has not been any material deterioration in the consolidated

and consolidating financial condition of the Borrower Representative and Ault AllianceHyperscale,

respectively, or the Collateral since the date of the most recent financial statements submitted to JGB Agent.

4.5 Solvency.

The fair salable value of the aggregate assets of the Loan Parties, taken as a whole, exceeds the fair value of aggregate liabilities

of the Loan Parties, taken as a whole. The Loan Parties, taken as a whole, will not be left with unreasonably small capital after the

transactions in this Agreement and the Loan Parties, taken as a whole, are able to pay their debts (including trade debts) as they mature

in the Ordinary Course of Business.

4.6 Consents;

Approvals. Except for (A) applicable requirements, if any, of the Exchange Act, including

the filing of a Current Report on Form 8-K, (B) state securities or “blue sky”

laws, and (C) any filings required under the rules and regulations of the NYSE American, each

Loan Party and each of its Subsidiaries have obtained all third party consents, approvals, waivers, made all declarations or filings with,

given all notices to, and obtained all consents, licenses, permits or other approvals from all Governmental Authorities that are necessary

(i) to enter into the Loan Documents and consummate the transactions contemplated thereby, and (ii) to continue their respective businesses

as currently conducted, except (with respect to this clause (ii)) where failure to do so could not reasonably be expected to result

in a Material Adverse Effect.

4.7 Tax

Returns and Payments. Each Loan Party has timely filed all required material tax returns and reports (or appropriate extensions therefor),

and such Loan Party has timely paid all foreign, federal, state and material local Taxes, assessments, deposits and contributions owed

by such Loan Party, except if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed One

Hundred Thousand dollars ($100,000.00). As of the date hereof, no Loan Party is aware of any claims or adjustments proposed for any prior

tax years of any Loan Party which could result in a material amount of additional Taxes becoming due and payable by a Loan Party.

4.8 Pledged

Interest. The Borrower RepresentativeEach

Loan Party has full power and authority to create a first lien on the applicable

Pledged Interests and the Circle 8 Pledged Interests and no disability or contractual obligation exists that would prohibit the

Borrower Representative from pledging the Pledged Interests or the Circle 8 Pledged Interests pursuant to the Security Agreement. There

are no subscriptions, warrants, rights of first refusal or other restrictions on transfer relative to, or options exercisable with respect

to the Pledged Interests. The Pledged Interests and the Circle 8 Pledged Interests are not the subject of any present or, to the Borrower

Representative’sLoan Parties’ knowledge,

threatened in writing suit, action, arbitration, administrative or other proceeding, and the Borrower

RepresentativeLoan Parties knows of no reasonable

grounds for the institution of any such proceedings.

4.9 Compliance

with Laws.

(a) No

Loan Party is or has been in violation of any statute, rule, ordinance or regulation of any Governmental Authority, including without

limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product

quality and safety and employment and labor matters, applicable to such Loan Party, except in each case as would not reasonably be expected

to result in a Material Adverse Effect.

(b) No

Loan Party is required to register as an “investment company”, as such terms are defined in the Investment Company Act of

1940 as amended.

Borrower is engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the

purpose of “purchasing” or “carrying” any “margin security” as such terms are defined in Regulation

U of the Federal Reserve Board as now and from time to time hereafter in effect (such securities being referred to herein as “Margin

Stock”). None of the proceeds of the Loans or other extensions of credit under this Agreement have been (or will be) used, directly

or indirectly, for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any Indebtedness which

was originally incurred to purchase or carry any Margin Stock or for any other purpose which might cause any of the Loans or other extensions

of credit under this Agreement to be considered a “purpose credit” within the meaning of Regulation T, U or X of the Federal

Reserve Board. Borrower currently does not own any Margin Stock. Ault Lending will not receive any proceeds of the Term Loan.

(d) Neither

the making of the Loans hereunder nor Loan Parties’ use of the proceeds thereof will violate the Trading with the Enemy Act, as

amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as

amended) or any enabling legislation or executive order relating thereto. No Loan Party, nor any of its Subsidiaries, nor any Affiliate

of any Loan Party or of any Subsidiary, nor any controlling holder of Equity Interests of any of the foregoing (i) is a Person described

or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States

Department of Treasury (“OFAC”) or in Section 1 of the Anti-Terrorism Order or similar sanctions laws of any other

Governmental Authority including of any other applicable jurisdiction, (ii) is a resident of any country that is subject to embargo or

trade sanctions enforced by OFAC, (iii) is, or will become, a Person whose property or interest in property is blocked or subject to blocking

pursuant to Section 1 of the Anti-Terrorism Order, or (iv) engages in any dealings or transactions, or is otherwise associated, with any

such Person.

(e) Each

Loan Party and its Subsidiaries are in compliance, in all material respects, with the USA Patriot Act. No part of the proceeds from the

Loans made hereunder has been (or will be) used, directly or indirectly, for any payments to any governmental official or employee, political

party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain,

retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as

amended or similar laws of any other Governmental Authority including of any other applicable jurisdiction.

4.10 Real

Property.

(a)

The Michigan Property Owner owns the Michigan Property in fee simple and has good and marketable title to the Michigan

Property, free and clear of all Liens, except Permitted Liens. The Michigan Property Owner is the sole owner of the Michigan Property

and no Person other than the Michigan Property Owner has any possessory ownership or interest in the Michigan Property or right to occupy

the same except under and pursuant to the provisions of existing leases set forth on Schedule 4.10(a). No Person has an option,

right of first refusal, or right of first offer to purchase the Michigan Property, or any interest in the Michigan Property. The Michigan

Property is not located in an area identified by the Secretary of Housing and Urban Development, or any successor, as an area having special

flood hazards pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, or the National Flood Insurance

Reform Act of 1994, as each have been or may be amended, or any successor law (collectively, the “Flood Acts”) or,

if located within any such area, the Michigan Property Owner has and will maintain the insurance prescribed in the Michigan Mortgage.

The Michigan Property Owner has all necessary (i) certificates, licenses, and other approvals, governmental and otherwise, for the

operation of the Michigan Property and the conduct of its business and (ii) zoning, building code, land use, environmental and other

similar permits or approvals, all of which are currently in full force and effect and not subject to revocation, suspension, forfeiture,

or modification. The Michigan Property and its use and occupancy are in full compliance with all applicable federal, state and local laws,

and the Michigan Property Owner has received no notice of any violation or potential violation of such laws which has not been remedied

or satisfied, and the zoning classification of the Michigan Property permits the use of the Michigan Property as intended. The Michigan

Property is served by all utilities (including water and sewer) required for its use. All public roads and streets necessary to serve

the Michigan Property for its use have been completed, are serviceable, are legally open, and have been dedicated to and accepted by the

appropriate Governmental Authorities. The Michigan Property is free from damage caused by fire, water, wind or other casualty or form

of loss. All costs and expenses for labor, materials, supplies, and equipment used in the construction of any improvements to the Michigan

Property have been paid in full except for the Permitted Liens. The Michigan Property is assessed for real estate tax purposes as one

or more wholly independent tax lot(s), separate from any adjoining land or improvements, and no other land or improvements are assessed

and taxed together with the Michigan Property. The Michigan Property, including, without limitation, all buildings, improvements, parking

facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment,

elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components are in good condition, order and

repair in all material respects. There exists no structural or other material defects or damages in the Michigan Property, whether latent

or otherwise, and the Michigan Property Owner has not received notice from any insurance company or bonding company of any defects or

inadequacies in the Michigan Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition

of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

(b) The

Florida Property Owner owns the Florida Property in fee simple and has good and marketable title to the Florida Property, free and clear

of all Liens, except Permitted Liens. The Florida Property Owner is the sole owner of the Florida Property and no Person other than the

Florida Property Owner has any possessory ownership or interest in the Florida Property or right to occupy the same except under and pursuant

to the provisions of existing leases set forth on Schedule 4.10(b). No Person has an option,

right of first refusal, or right of first offer to purchase the Florida Property, or any interest in the Florida Property, except as set

forth on Schedule 4.10(b). The Florida Property is not located in an area identified by the Secretary

of Housing and Urban Development, or any successor, as an area having special flood hazards pursuant to the Flood Acts or, if located

within any such area, the Florida Property Owner has and will maintain the insurance prescribed in the Florida Mortgage. The Florida Property

Owner has all necessary (i) certificates, licenses, and other approvals, governmental and otherwise, for the operation of the Florida

Property and the conduct of its business and (ii) zoning, building code, land use, environmental and other similar permits or approvals,

all of which are currently in full force and effect and not subject to revocation, suspension, forfeiture, or modification. Except Permitted

Liens, the Florida Property and its use and occupancy are in full compliance with all applicable federal, state and local laws, and the

Florida Property Owner has received no notice of any violation or potential violation of such laws which has not been remedied or satisfied,

and the zoning classification of the Florida Property permits the use of the Florida Property as intended. The Florida Property is served

by all utilities (including water and sewer) required for its use. All public roads and streets necessary to serve the Florida Property

for its use have been completed, are serviceable, are legally open, and have been dedicated to and accepted by the appropriate Governmental

Authorities. The Florida Property is free from damage caused by fire, water, wind or other casualty or form of loss. All costs and expenses

for labor, materials, supplies, and equipment used in the construction of any improvements to the Florida Property have been paid in full

except for the Permitted Liens. The Florida Property is assessed for real estate tax purposes as one or more wholly independent tax lot(s),

separate from any adjoining land or improvements, and no other land or improvements are assessed and taxed together with the Florida Property.

There exists no structural or other material defects or damages in the Florida Property, whether latent or otherwise, and the Florida

Property Owner has not received notice from any insurance company or bonding company of any defects or inadequacies in the Florida Property,

or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges

thereon or of any termination or threatened termination of any policy of insurance or bond.

4.11 Intentionally

Omitted.

4.12 Brokers.

No brokerage or finder’s fees or commissions are or will be payable by any Loan Party to any broker, financial advisor or consultant,

finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Loan Documents.

The Lenders shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for

fees of a type contemplated in this Section 4.12 that may be due in connection with the transactions contemplated by the Loan Documents.

4.13 Eighth

Amendment Consideration.

(a) Each

Guarantor acknowledges and represents that it has received adequate consideration for entering into the Eighth Amendment and for incurring

additional guaranty liability in connection therewith. Each Guarantor is participating in Borrower Representative’s business relationship

with Rockwell One Holdings, LLC and expects to receive significant economic benefits from such business relationship. Each Guarantor has

obtained advice from legal counsel with respect to the Eighth Amendment.

(b) Each

Guarantor hereby irrevocably waives any claim or defense based upon, or arising out of, the assertion that such Guarantor did not receive

adequate consideration for entering into the Eighth Amendment or for guaranteeing the Eighth Amendment Advance.

Guarantor covenants that it shall not commence, institute or prosecute any lawsuit, action or proceeding against any Lender or JGB Agent,

or assert any defense in any action or proceeding, on the basis that there was not adequate consideration for such Guarantor’s entry

into the Eighth Amendment or the guaranty of the Eighth Amendment Advance.

4.14 New

Rockwell Note. As of September 29, 2026, the pay-off amount for the Existing Rockwell Note is $23,303,490.81. Borrower Representative

has performed due diligence on Rockwell and the Acquired Rights. The Loan Parties have not taken or relied upon any advice from the Lenders

or JGB Agent, and neither the Lenders nor JGB Agent has given to the Loan Parties any advice (whether investment advice, legal advice

or tax advice), regarding the advisability or propriety of extending credit to Rockwell pursuant to the New Rockwell Note or acquiring

the Acquired Rights. The Loan Parties have independently conducted their own due diligence on the extensions of credit to Rockwell under

the New Rockwell Note and acquiring the Acquired Rights and have independently determined that such transactions are in their interest.

The Loan Parties assume all risks associated with the New Rockwell Note and the Acquired Rights. In the event that the New Rockwell Note

or the Acquired Rights decline in value, become impaired, are uncollectible or are otherwise determined to be inadequate or worthless,

the Loan Parties shall remain fully obligated to repay the Term Loan (including the Eighth Amendment Advance) and all other Obligations

in accordance with the terms of this Agreement and the other Loan Documents, without setoff, defense, counterclaim or reduction of any

kind. The Loan Parties represent and warrant that, based on their independent due diligence: (i) the New Rockwell Note is valid and enforceable

against Rockwell in accordance with its terms; (ii) the New Rockwell Note is secured by the collateral identified in the New Rockwell

Note and the Deed to Secure Debt; and (iii) upon acquisition of the New Rockwell Note by Borrower Representative, Borrower Representative

will have a perfected, first priority security interest (subject to Permitted Liens) in the leasehold interest and all other collateral

identified in the Deed to Secure Debt as security for the New Rockwell Note.

5. AFFIRMATIVE

COVENANTS

Each Loan Party shall do all of the following:

5.1 Government

Compliance. Maintain its legal existence and good standing in its jurisdictions of formation and maintain qualification in each jurisdiction

in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect; comply with all laws, ordinances and

regulations to which it is subject except where a failure to do so could not reasonably be expected to have a Material Adverse Effect;

obtain all of the material Governmental Approvals required in connection with such Loan Party’s business and for the performance

by each Loan Party of its obligations under the Loan Documents to which it is a party and the grant of a security interest in accordance

therewith, and comply, in all material respects, with the terms and conditions with respect to such Governmental Approvals.

5.2 Financial

Statements, Reports, Certificates. Provide JGB Agent with the following:

5.2.1

(a) Quarterly

Financial Statements. Within fifty-five (55) days after the last day of each of the first three fiscal quarters of each fiscal year,

a company prepared unaudited consolidated and consolidating balance sheet, income statement and statement of cash flows covering the Borrower

Representative’s operations for such fiscal quarter, in form reasonably acceptable to JGB Agent, certified by a Responsible Officer

as having been prepared in accordance with GAAP, consistently applied, except for the absence of footnotes, and subject to normal year-end

adjustments.

(b) Annual

Financial Statements. As soon as available, but no later than one hundred twenty (120) days after the last day of Borrower Representative’s

fiscal year, a company prepared unaudited consolidated and consolidating balance sheet, income statement and statement of cash flows covering

the Borrower Representative’s operations for such fiscal year, in form reasonably acceptable to JGB Agent, certified by a Responsible

Officer as having been prepared in accordance with GAAP, consistently applied.

Certificates. Simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) of this Section

5.2.1, a duly completed Compliance Certificate signed by a Responsible Officer of Borrower Representative.

(d) Other

Statements. Within five (5) Business Days of delivery, copies of all material statements, reports and notices generally made available

to all stockholders.

(e) Legal

Action Notice. A prompt report of any legal actions initiated or threatened in writing that occur after the Closing Date against any

Loan Party that could reasonably result in damages or costs to any Loan Party, individually or in the aggregate for all related proceedings,

of Three Hundred Fifty Thousand dollars ($350,000) or more, and with respect to any legal action existing or threatened action in writing

as of the Closing Date or initiated thereafter, a prompt report of any material adverse development with respect thereto.

(f) Communications

under the Transferred Rights. Promptly after receipt, and in any event with five (5) days after receipt, all notices, communications,

reports or other correspondence received from Rockwell with respect to or under the Acquired Rights.

(g) Death

of Personal Guarantor. Prompt written notice of the death of any Personal Guarantor.

5.2.2

(a) Quarterly

Financial Statements. Within fifty-five (55) days after the last day of each of the first three fiscal quarters of each fiscal year,

in the event Ault AllianceHyperscale

has not otherwise filed its Quarterly Report on Form 10-Q, a company prepared unaudited consolidated and consolidating balance sheet,

income statement and statement of cash flows covering Ault Alliance’sHyperscale’s

operations for such fiscal quarter, in form reasonably acceptable to JGB Agent, certified by a Responsible Officer as having been prepared

in accordance with GAAP, consistently applied, except for the absence of footnotes, and subject to normal year-end adjustments.

(b) Annual

Audited Financial Statements. As soon as available, but no later than one hundred ten (110) days after the last day of Ault

Alliance’sHyperscale’s fiscal year, in

the event Ault AllianceHyperscale

has not otherwise filed its Annual Report on Form 10-K, audited consolidated financial statements of Ault

AllianceHyperscale prepared in accordance with GAAP,

consistently applied, together with any management letter with respect thereto.

Certificates. Simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) of this Section

5.2.2, a duly completed Compliance Certificate signed by a Responsible Officer of Ault AllianceHyperscale.

(d) Other

Statements. Within five (5) Business Days of delivery, copies of all material statements, reports and notices generally made available

to all stockholders unless such statements, reports and notices are filed with the SEC or a link to such filing is posted on Ault

Alliance’sHyperscale’s website.

(e) SEC

Filings. Within five (5) Business Days of filing, copies of all periodic and other reports, proxy statements and other materials filed

by Ault AllianceHyperscale

with the SEC, provided that such filings shall be deemed to have been delivered on the date on which Ault

AllianceHyperscale posts such documents on Borrower

Representative’s website.

(f) Legal

Action Notice. A prompt report of any legal actions initiated or threatened in writing that occur after the Closing Date against any

Loan Party that could reasonably result in damages or costs to any Loan Party, individually or in the aggregate for all related proceedings,

of Two Hundred Fifty Thousand dollars ($250,000) or more, and with respect to any legal action existing or threatened action in writing

as of the Closing Date or initiated thereafter, a prompt report of any material adverse development with respect thereto.

5.3 Taxes;

Pensions. Timely file, unless subject to a valid extension, all required material Tax returns and reports and timely pay all foreign,

federal, state, and material local Taxes, assessments, deposits and contributions owed by such Loan Party, except for Taxes in an aggregate

amount that do not exceed One Hundred Thousand dollars ($100,000) and shall deliver to JGB Agent, on written demand, appropriate certificates

attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans

in accordance with their terms.

5.4 Insurance.

Keep its business and the Collateral insured for risks and in amounts standard for companies in the Loan Parties’ industry and location

and as JGB Agent may reasonably request. Insurance policies shall be in a form, with financially sound and reputable insurance companies

that are not Affiliates of any Loan Party, and in amounts that are reasonably satisfactory to JGB Agent.

5.5 Litigation

Cooperation. From the Closing Date and continuing through the termination of this Agreement, make available to JGB Agent and any Lender,

without expense to JGB Agent or any Lender, as applicable, each Loan Party and its officers, employees and agents and each Loan Party’s

books and records, to the extent that JGB Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party

suit or proceeding instituted by or against JGB Agent or any Lender with respect to any Collateral or relating to any Loan Party.

5.6 Access

to Collateral; Books and Records. Allow JGB Agent or its agents to inspect the Collateral. Such inspections shall be conducted upon

reasonable notice, during normal business hours and no more often than once every six (6) months unless an Event of Default has occurred

and is continuing in which case such inspections and audits shall occur as often as JGB Agent shall determine is necessary.

5.7 Access

to Management. Any representative of JGB Agent shall have the right to meet with management and officers of Loan Parties, upon reasonable

notice, during normal business hours, to discuss such books of account and records.

5.8 Segregated

Account.

5.8.1 At

or prior to the Closing Date, Ault AllianceHyperscale

shall deposit Three Million Five Hundred Thousand dollars ($3,500,000) in the Segregated Account. Ault

AllianceHyperscale shall have no access to the Segregated

Account and shall not be permitted to make withdrawals therefrom for any reason without the consent of JGB Agent. At

or prior to the four month anniversary, the nine month anniversary, the one year anniversary and the two year anniversary of the Closing

Date, Ault Alliance shall deposit the required funds such that the balance in the Segregated Account shall not be less than (i) Seven

Million dollars ($7,000,000), (ii) Fifteen Million dollars ($15,000,000), (iii) Twenty Million dollars ($20,000,000) and (iv) Twenty-Seven

Million Five Hundred Thousand dollars (27,500,000), respectively. Commencing

on March 1, 2025, any interest earned by JGB Agent on the Segregated Account may be credited, at the option of Hyperscale, against any

deposits required to be made by Hyperscale pursuant to Section 5.8.2. No less than 5 days before each Payment Date, commencing with the

Payment Date occurring on April 11, 2025 (a “Notification Date”), JGB Agent shall advise the Borrower of the interest

that has accrued on the Segregated Account for the immediately preceding full calendar month to the applicable Notification Date and Hyperscale

shall be permitted to reduce the deposits into the Segregated Account for the current Payment Date by the amount of interest that has

accrued in such immediately preceding full calendar month.

5.8.2 Ault

AllianceHyperscale shall deposit in the Segregated

Account: (i) ThreeTwo

Hundred Thousand dollarsDollars

($300,000200,000)

on each Payment Date commencing on March 31, 2024April

11, 2025 and ending on February 28June

11, 2025; and (ii) Four Hundred Thousand dollarsDollars

($400,000) on each Payment Date commencing on March 31July

11, 2025 and ending on the earlier of (x) the Term Loan Maturity Date, (y) prepayment of the Term Loan in full pursuant to Section

2.2(c) or (d) or

(e) and (z) the date on which the balance of the Segregated

Account exceeds 110% of the outstanding balance of the Term Loan. For clarity, deposits to the Segregated Account pursuant to Section

5.8.3 or Section 5.9 cannot satisfy any requirement under this Section

5.8.2.

5.8.3 Ault

AllianceHyperscale shall further deposit in the Segregated

Account: (i) up to the first Seven Million dollars ($7,000,000) of net proceeds, if any, from the sale of the Hilton Garden Inn in Madison

West, the Residence Inn in Madison West, the Courtyard in Madison West, and the Hilton Garden Inn in Rockford; (ii) 50% of cash dividends

(on a per dividend basis) received from Circle 8 Pledged Interests on or after June 30, 2024; (iii) 30% of the net proceeds from bond

offerings by any Borrower, which shall not exceed Nine Million dollars ($9,000,000) in the aggregate; and (iv) 25% of the net proceeds

from cash flows, collections and revenues from loans or other investments made by Ault Lending (including but not limited to sales of

loans or investments, dividends, interest payments and amortization payments) which shall not exceed Five Million dollars ($5,000,000)

in the aggregate.

5.8.4 On

the Eighth Amendment Effective Date, the Lenders shall disburse the Eighth Amendment Advance to the Segregated Account.

5.8.5 5.8.4

For clarity, the Segregated Accounts and all funds deposited therein are collateral for the Obligations and Ault

AllianceHyperscale has granted a security interest

therein to the JGB Agent pursuant to the Security Agreement and the other Loan Documents.

5.9 Release

of Collateral. Ault Alliance

5.9.1 Hyperscale

shall deposit the proceeds received and paid to Ault AllianceHyperscale

(corresponding to the applicable Release Price) from the Transfer of, or otherwise derived from, the Collateral referred to in this Section

5.95.9.1, into the

Segregated Account. For clarity, only funds received from the Transfer or otherwise derived from each item of Collateral referred to in

subsections (i) through (viv)

will be permitted to pay the applicable Release Price for such item of Collateral and JGB Agent will not release its Lien and security

interest on such item of Collateral with funds paid by Ault AllianceHyperscale

from any other source (including any other item of Collateral). The JGB Agent shall, upon written request of the Borrowers and provided

that no Event of Default has occurred and is continuing, release the Lien and security interest of the JGB Agent in (i) the Florida

Property in the event that the Borrowers have delivered funds to the Agent for deposit to the Segregated Account equal to the Release

Price A, (ii) the Aircraft, provided that the Borrowers have delivered funds to the Agent for deposit to the Segregated

Account equal to Release Price B, (iiiii)

the Michigan Property, provided that the Borrowers have delivered funds to the Agent for deposit to the Segregated Account equal to Release

Price C, (iviii)

all or a portion of the Equipment, provided that the Borrowers have delivered funds to the Agent for deposit to the Segregated Account

equal to Release Price D, and (viv)

Circle 8 Pledged Interests provided that the Borrowers have delivered funds to the Agent for deposit to the Segregated Account equal to

Release Price E. For clarity, the Lien and security interest of the JGB Agent to be released in each of the foregoing shall each be independent

and based upon the amount specified in the preceding sentence and not cumulative. For further clarity, any deposit to the Segregated Account

pursuant to this Section 5.95.9.1

shall be in addition to, and shall not reduce or otherwise be in substitution for, any amounts required to be deposited to the Segregated

Account pursuant to Section 5.8.

5.9.2 The

JGB Agent shall, upon the earlier to occur of payment to the JGB Agent, or as directed by the JGB Agent, of funds equal to Release Price

F (the earlier such date, the “Rockwell Release Date”), automatically, irrevocably and unconditionally release in full

the Lien, security interest and collateral assignments of the JGB Agent in and to the New Rockwell Note, all Acquired Rights, the Frontier

Guaranty and Security and all related liens, collateral assignments and other collateral, and upon the Rockwell Release Date all transaction-specific

obligations of Rockwell, Frontier and the Soura Guarantor under this Agreement and the other Loan Documents shall automatically, irrevocably

and unconditionally terminate. Such release and termination shall occur automatically on the Rockwell Release Date without any further

action, notice, demand or consent of any Person, and shall apply notwithstanding (a) any other Obligations then outstanding, (b) the occurrence

or continuance of any Default or Event of Default, (c) any Insolvency Proceeding with respect to any Loan Party or any other Person, (d)

any acceleration of the Obligations, or (e) any continuing indebtedness under this Agreement or any other Loan Document. Any funds paid

toward Release Price F shall not be deposited into the Segregated Account and instead shall be deemed paid to the Lenders and shall constitute

a repayment of principal amount of the Loans without penalty or premium. Promptly following the Rockwell Release Date, the JGB Agent and

the Lenders shall, at the Loan Parties’ expense, (x) provide the Loan Parties with written confirmation of such release and termination

and (y) execute and deliver all UCC termination statements, recordable releases and satisfactions, reassignments and other documents reasonably

necessary or requested to evidence or effectuate such release and termination.

5.10 Maintenance

of Properties. Each Loan Party shall maintain, preserve, protect and keep in good condition and working order all of its material

properties and equipment, including (as applicable) the Equipment, the Aircraft (including, for the avoidance of doubt, ensuring that

the Aircraft maintains its warranty under the applicable Rolls-Royce engine program), the Florida Real

Property and the Michigan Real Property, ordinary wear and tear excepted and (b) make all necessary repairs thereto in

accordance with sound industry practice.

5.11 Deposit

Accounts. Borrowers shall provide Collateral Agent written notice within three (3) Business Days after establishing any Deposit Account

at or with any bank or other financial institution identifying the name, address of each bank or other institution, the name in which

the account is held and the complete account number therefor, provided that no balance in excess of $50,000 for any one account and $300,000

in the aggregate across all accounts shall be transferred to such new Deposit Account prior to obtaining an Account Control Agreement

as required in accordance with this Section. Within 30 days from the Closing Date, for each Deposit Account that Borrowers at any time

maintains except Excluded Accounts, Borrowers shall cause the applicable bank, broker or financial institution at or with which any Deposit

Account is maintained to execute and deliver an Account Control Agreement or other appropriate instrument with respect to such Deposit

Account to perfect Collateral Agent’s Lien in such Deposit Account in accordance with the terms hereunder.

5.12 Further

Assurances. Execute any further instruments and take further action as JGB Agent may reasonably request to carry out and/or effect

the purposes of this Agreement and the other Loan Documents.

5.13

Conditions Subsequent.

(a) As soon

as practicable after the date hereof, the Loan Parties shall obtain UCC lien search reports from the Secretary of State of the State of

Nevada for each Loan Party that is organized and existing under the laws of the State of Nevada. It shall be an Event of Default hereunder

if such lien search reports reveal any financing statements or other lien filings in respect of Liens exceeding $300,000, individually

or in the aggregate, unless such Liens (other than Permitted Liens) are satisfied within 5 Business Days after the date of such lien search

reports.

(b) The

Loan Parties shall cause any Notice of Commencement which is an exception to the title insurance policy insuring the Florida Mortgage

to be terminated by not later than May 31, 2024.

6. NEGATIVE

COVENANTS

No Loan Party shall do any of the following:

6.1 Dispositions.

Convey, sell, lease, transfer, assign, contribute, or otherwise dispose of (collectively, “Transfer”) all or any part

of the Collateral to any Person, including, for the avoidance of doubt, to an Affiliate or Subsidiary of such Loan Party; provided that

unless an Event of Default has occurred and is continuing, each Loan Party shall be entitled to Transfer any Digital Currency to any third

party at a commercially reasonably price not less than the lowest competitive and generally accepted market price for such Digital Currency

at the time of such Transfer.

6.2 Amalgamations,

Mergers. Amalgamate, merge or consolidate with any other Person unless such Loan Party is the surviving entity of such amalgamation,

merger or consolidation.

6.3 Encumbrance.

Create, incur, allow, or suffer any Lien on the Collateral except

for Permitted Liens, provided that this Section 6.3 shall not apply to any item of Collateral which JGB Agent has released its Lien and

security interest on pursuant to Section 5.9.

6.4 Indebtedness.

Permit or allow (i) BNI, Aviation, or

the Michigan Property Owner or the Florida Property Owner to create, incur, assume or

be liable for any Indebtedness other than Permitted Indebtedness, (ii) Borrowers to create, incur, assume or be liable for any (x) Indebtedness

that is secured by Collateral unless such Indebtedness is subordinated to the interests of JGB Agent pursuant to a written subordination

acceptable to the JGB Agent or (y) Indebtedness unless such Indebtedness is subordinated to the interests of JGB Agent pursuant to a written

subordination acceptable to the JGB Agent and has a maturity date beyond the term of the Term Loan Maturity Date or (iii) Borrower Representative

to create, incur, assume or be liable for any unsecured Indebtedness other than Permitted Indebtedness, provided that this Section 6.4

shall not apply to any item of Collateral which JGB Agent has released its Lien and security interest on pursuant to Section 5.9.

6.5 Distributions.

Pay any dividends or make any distribution or payment on any capital stock of a Loan Party or redeem, retire or purchase any Equity Interests;

provided, however, (i) Ault AllianceHyperscale

may pay dividends in shares of its Common Stock and distribute securities to its stockholders in Permitted Spin-Offs, (ii) pay dividends

on Ault Alliance’sHyperscale’s

then issued and outstanding 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share, not to exceed

$2,000,000 per fiscal quarter, (iii) Loan Parties, directly or indirectly, shall be entitled to purchase up to $2,000,000 of Equity Interests

of Ault AllianceHyperscale

per fiscal quarter, and (iv) Ault AllianceHyperscale

or Circle 8 may pay dividends on Circle 8 Pledged Interests pursuant to the terms of Section 5.8.3. This Section 6.5 shall not

apply to any item of Collateral which JGB Agent has released its Lien and security interest on pursuant to Section 5.9.

6.6 Compliance.

Become an “investment company” or a company controlled by an “investment company”, under the Investment Company

Act of 1940, as amended, or, except for Ault Lending, undertake as one of its important activities extending credit to purchase or carry

margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Loan for

that purpose; take any action or fail to take any action (or suffer any other Person to do so), to the extent the same would cause the

representations set forth in Section 4.9(c) to be untrue, in any material respect; fail to meet the minimum funding requirements

of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail to comply, in all material respects,

with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have

a Material Adverse Effect; withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any

other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to

result in any material liability of a Loan Party or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation

or its successors or any other governmental agency.

6.7 Pledged

Interests. Issue or permit the issuance of additional Equity Interests in Michigan Property Owner, Aviation,

Florida Property Owner and/or Circle 8 or transfer or permit the transfer of any outstanding Pledged Interests, except

in accordance with the Michigan Mortgage or Florida Mortgage, as applicable.

6.8 [Reserved].

6.9 Transfer

of Collateral. Transfer or permit the transfer of any Collateral unless the applicable Release Price has been paid for such item of

Collateral pursuant to Section 5.9.

6.10 Acquired

Rights; Frontier Guaranty and Security. Without the prior written consent of JGB Agent, no Loan Party shall alter, amend, modify,

waive, release, terminate or supplement any term or provision of the Acquired Rights or the Frontier Guaranty and Security, or take any

action or omit to take any action that would result in the impairment of the Acquired Rights, the Frontier Guaranty and Security, or Borrower

Representative’s ability to collect the New Rockwell Note or the Frontier Guaranty and Security in full.

7. EVENTS

OF DEFAULT

Any one of the following shall constitute an event

of default (an “Event of Default”) under this Agreement:

7.1 Payment

Default. Any Loan Party fails to (a) make any payment of principal or interest on any Loan when due within three (3) Business Days,

or (b) pay any other Obligations within five (5) Business Days after such Obligations are due and payable.

7.2 Covenant

Default.

(a) A

Loan Party fails or neglects to perform any obligation in Section 5 or violates any covenant in Section 6.

(b) A

Loan Party fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this

Agreement or any Loan Documents, and as to any default (other than those specified in clause (a) of this Section 7.2) under such other

term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the earlier

of: (i) notice of the occurrence thereof has been given to the Borrower Representative by the JGB Agent or (ii) the date which a Loan

Party knew or would reasonably be expected to have known thereof.

default or event of default occurs under any other Loan Document and such default or event of default is not cured within the applicable

grace period (if any) set forth in such other Loan Document.

7.3 Material

Adverse Effect. An event or circumstance has occurred which could be expected to have a Material Adverse Effect.

7.4 Attachment;

Levy; Restraint on Business. (i) Any Collateral is attached, seized, levied on, or comes into possession of a trustee or receiver

and is not dismissed or stayed within thirty (30) days; provided, if the value of such Collateral exceeds One Million dollars ($1,000,000)

then such attachment, seizure, levy on, or coming into possession of a trustee or receiver shall be an immediate Event of Default hereunder

or (ii) any court order enjoins, restrains, or prevents a Loan Party or any of its Subsidiaries from conducting all or any material part

of its business and is not dismissed or stayed within thirty (30) days.

7.5 Insolvency.

The Loan Parties, taken as a whole, are unable to pay their debts (including trade debts) as they become due or otherwise becomes insolvent,

the realizable value of the Loan Parties’ assets, taken as a whole, is less than the aggregate sum of the liabilities of the Loan

Parties, taken as a whole; (b) a Loan Party or a Personal Guarantor

begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against a Loan Party or a

Personal Guarantor and is not dismissed or stayed within thirty (30) days.

7.6 Other

Agreements. There is, under any agreement to which a Loan Party is a party with a third party or parties, (a) any default resulting

in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually

in excess of One Million Five Hundred Thousand dollars ($1,500,000) or in the aggregate in excess of Three Million dollars ($3,000,000);

or (b) any breach or default by a Loan Party or a Subsidiary of such Loan Party, the result of which could reasonably be expected

to have a Material Adverse Effect.

7.7 Judgments;

Penalties.

(a) One

or more fines, penalties or final judgments, orders or decrees for the payment of money in an amount, individually in excess of One Million

Five Hundred Thousand dollars ($1,500,000) or in the aggregate in excess of Three Million dollars ($3,000,000) (to the extent not covered

by independent third-party insurance as to which the insurer has been notified and the insurer has confirmed in writing its responsibilities

to cover such amounts) shall be rendered against a Loan Party or thea

Personal Guarantor by any Governmental Authority, and the same are not, within thirty (30) days after the entry, assessment or issuance

thereof, vacated, or after execution thereof, stayed or bonded pending appeal, (provided that no Loans will be made prior to the vacation,

stay, or bonding of such fine, penalty, judgment, order or decree).

(b) A

Personal Guarantor, a Loan Party, a Subsidiary of a Loan Party or any officer of director of a Loan Party or Subsidiary of a Loan

Party shall be indicted, convicted or have a judgment entered against it (including in a settled action) for any intentional or willful

violation of either (i) state or federal laws or (ii) any anti-fraud provisions of state or federal securities law.

7.8 Misrepresentations.

Any Loan Party makes any representation, warranty, or other statement in this Agreement, any Loan Document or any Compliance Certificate,

and such representation, warranty, or other statement is incorrect in any material respect when made.

7.9 Guaranty.

Any guaranty of any Obligations terminates or ceases for any reason to be in full force and effect.

7.10 Rockwell/Frontier

Insolvency. Rockwell or Frontier begins an Insolvency Proceeding, or an Insolvency Proceeding is begun against Rockwell or Frontier

and is not dismissed or stayed within thirty (30) days.

7.11 Impairment

of Acquired Rights. A material decline in value or impairment of the Acquired Rights or the Frontier Guaranty and Security, as determined

by JGB Agent acting reasonably and in good faith, provided, however, that upon such determination by JGB Agent, the Loan Parties shall

have the right, for a period of twenty (20) days from notice by JGB of such determination, to avoid any such Event of Default by paying

the Release Price F directly to JGB Agent and upon such payment the JGB Agent will, in accordance with Section 5.9.2, automatically, irrevocably

and unconditionally release its Lien, security interest and collateral assignments in the New Rockwell Note and all Acquired Rights, the

Frontier Guaranty and Security.

7.12 Rockwell/Frontier

Material Adverse Development. A material adverse development with respect to the condition (financial or otherwise), results of operations

or prospects of Rockwell or Frontier, or their respective assets, that in the reasonable opinion of JGB Agent makes it unlikely that the

New Rockwell Note will be paid in full in accordance with its terms, provided, however, that upon such determination by JGB Agent, the

Loan Parties shall have the right, for a period of twenty (20) days from notice by JGB of such determination, to avoid any such Event

of Default by paying the Release Price F directly to JGB Agent and upon such payment the JGB Agent will, in accordance with Section 5.9.2,

automatically, irrevocably and unconditionally release its Lien, security interest and collateral assignments in the New Rockwell Note

and all Acquired Rights, the Frontier Guaranty and Security.

7.13 Cessation

of Rockwell/Frontier Defaults. Notwithstanding anything to the contrary in this Section

7, from and after the Rockwell Release Date, none of Sections 7.10, 7.11 or 7.12 shall apply or give rise to a Default or Event of Default,

and Section 7.7(b) shall cease to apply with respect to the Soura Guarantor, in each case whether based on facts, events or circumstances

occurring before or after the Rockwell Release Date.

8. Acceleration

8.1 Acceleration.

Upon the occurrence and during the continuance of an Event of Default, JGB Agent, is entitled, to declare all Obligations immediately

due and payable (but if an Event of Default described in Section 7.5 occurs all Obligations are immediately due and payable without

any action by JGB Agent).

9. NOTICES

All notices, consents, requests, approvals, demands,

or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly

served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first

class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by electronic

mail; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered

by messenger, all of which shall be addressed to the party to be notified and sent to the address, or email address indicated below. JGB

Agent, Lenders and Loan Parties may change their respective mailing or electronic mail addresses by giving the other party written notice

thereof in accordance with the terms of this Section 9.

If to Loan Parties:

AULT & COMPANY, INC.

11411 Southern Highlands Pkwy #240.,

#190

Las Vegas, Nevada 89141

Attention: Milton C. Ault, III

Email: todd@aultandcompany.com

With a copy to (which shall not constitute notice):

AULT

& COMPANY, INC.

122

E. 42nd Street, 50th Floor, Suite 5000

AULT & COMPANY,

INC.

100 Park Avenue, Suite 1658A

New York, NY 1001710168

Attention: Henry Nisser

Email: henry@aultandcompany.com

If to JGB Agent or Lenders:

JGB MANAGEMENT INC.

21 Charles Street

246

Post Road East, 2nd Floor

Westport, CT 06880

Attention: David Ariyeh and Vincent Vacco

Email: dariyeh@jgbcap.com and vvacco@jgbcap.com

With a copy to (which shall not constitute notice):

HAYNES AND BOONE, LLP

30 Rockefeller Plaza, 26th Floor

New York, New York 10112

Attention: Greg Kramer

E-mail: greg.kramer@haynesboone.com

10. CHOICE

OF LAW, VENUE AND JURY TRIAL WAIVER

Except as otherwise expressly provided in any

of the Loan Documents, this Agreement and the other Loan Documents shall be governed by, and construed in accordance with, the laws of

the State of New York without regard to principles of conflicts of law. Each Loan Party hereby submits to the exclusive jurisdiction of

the State and Federal courts in New York County, City of New York, New York; provided, however, that nothing in this Agreement

shall be deemed to operate to preclude JGB Agent from enforcing a judgment or other court order in favor of JGB Agent or any Lender. Each

Loan Party expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and each

Loan Party hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens

and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Each Loan Party hereby waives

personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons,

complaints, and other process may be made by registered or certified mail addressed to such Loan Party at the address set forth in, or

subsequently provided by such Loan Party in accordance with, Section 9 and that service so made shall be deemed completed upon

the earlier to occur of Loan Parties’ actual receipt thereof or three (3) Business Days after deposit in the U.S. mails, proper

postage prepaid. Each Loan Party hereby expressly waives any claim to assert that the laws of any other jurisdiction govern this Agreement.

THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE

OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH

OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT. NOTWITHSTANDING ANYTHING

TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR ANYWHERE ELSE, EACH Loan Party AGREES THAT IT SHALL NOT SEEK FROM JGB Agent OR ANY lender

UNDER ANY THEORY OF LIABILITY (INCLUDING ANY THEORY IN TORTS), ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES. EACH PARTY HAS

REVIEWED THIS WAIVER WITH ITS COUNSEL.

This Section 10 shall survive the termination

of this Agreement.

11. GENERAL

PROVISIONS

11.1 Survival.

All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant

to its terms and all Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known

to exist and any other obligations which, by their express terms, are to survive the termination of this Agreement) have been satisfied

in full, in cash and all commitments to extend credit pursuant to this Agreement have terminated.

11.2 Successors

and Assigns.

(a) Successors

and Assigns Generally. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. No Loan

Party may assign this Agreement or any rights or obligations under it without JGB Agent’s prior written consent (which may be granted

or withheld in JGB Agent’s discretion). Each Lender has the right, without the consent of or notice to Loan Parties, to sell, transfer,

assign, negotiate, or grant participation in all or any part of, or any interest in, such Lender’s obligations, rights, and benefits

under this Agreement and the other Loan Documents (other than the Warrant, as to which assignment, transfer and other such actions are

governed by the terms thereof).

(b) Assignment

by Lenders. Each Lender may at any time assign to one or more eligible assignees all or a portion of its rights and obligations under

this Agreement (including all or a portion of its commitment and the Loans at the time owing to it), subject to any restrictions on such

assignment set forth in clause (a) above and the other Loan Documents. Each such Lender shall notify the JGB Agent of such assignment

and deliver to the JGB Agent a copy of any assignment and assumption agreement entered into in connection thereto.

Participant Register. JGB Agent, acting solely for this purpose as an agent of the Loan Parties, shall maintain at one of its offices

in the United States a register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts

(and stated interest) of the Term Loan owing to each Lender pursuant to the terms hereof from time to time (the “Register”).

The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, JGB Agent and Lenders shall treat each Person

whose name is recorded in the Register pursuant to the terms hereof as Lender hereunder for all purposes of this Agreement. The Register

shall be available for inspection by the Loan Parties, any Lender and JGB Agent at any reasonable time and from time to time upon reasonable

prior notice. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Loan Parties,

maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each

participant’s interest in the Term Loan or other obligations under the Loan Documents (the “Participant Register”);

provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of

any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under

any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other

obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register

shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register

as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of

doubt, JGB Agent (in its capacity as administrative agent) shall have no responsibility for maintaining a Participant Register.

11.3 Indemnification.

Each Loan Party agrees to indemnify, defend and hold JGB Agent and each Lender and their respective directors, officers, employees, agents,

attorneys, or any other Person affiliated with or representing Lender (each, an “Indemnified Person”) harmless against all

obligations, demands, claims, and liabilities (including such claims, costs, expenses, damages and liabilities based on liability in tort,

including strict liability in tort) (collectively, “Claims”) claimed or asserted by any third party in connection with

the transactions contemplated by the Loan Documents, except for Claims and/or losses to the extent directly caused by or resulting from,

(x) such Indemnified Person’s gross negligence or willful misconduct or (y) any dispute solely among Indemnified Persons. This Section

11.3 shall survive until all statutes of limitation with respect to the Claims, losses, and expenses for which indemnity is given

shall have run and, for the avoidance of doubt, shall survive the resignation or replacement of JGB Agent. This Section 11.3

shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

11.4 Borrower

Liability. Each Borrower hereunder shall be jointly and severally obligated to repay all Loans made hereunder, regardless of which

Borrower actually receives said Loan, as if each Borrower hereunder directly received all Loans. Each Borrower waives (a) any suretyship

defenses available to it under the Code or any other applicable law, and (b) any right to require JGB Agent to: (i) proceed against any

Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. JGB Agent may exercise or

not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or

non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related

document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating

Borrower to the rights of JGB Agent under this Agreement) to seek contribution, indemnification or any other form of reimbursement from

any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made

by such Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit

from, or to participate in, any security for the Obligations as a result of any payment made by such Borrower with respect to the Obligations

in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited

under this Section shall be null and void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall

hold such payment in trust for Lenders and such payment shall be promptly delivered to JGB Agent, for the ratable benefit of Lenders,

for application to the Obligations, whether matured or unmatured.

11.5 Time

of Essence. Time is of the essence for the performance of all Obligations in this Agreement.

11.6 Severability

of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

11.7 Intentionally

Omitted.

11.8 Amendments

in Writing; Waiver; Integration. No purported amendment or modification of any Loan Document, or waiver, discharge or termination

of any obligation under any Loan Document, shall be effective except, pursuant to an agreement in writing by the parties thereto, and

in case of this Agreement, pursuant to an agreement in writing entered into by Loan Parties, JGB Agent, the Required Lenders. Without

limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance

or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document.

Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other

circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The

Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements,

understandings, representations, warranties, and negotiations among the parties about the subject matter of the Loan Documents merge into

the Loan Documents.

11.9 Counterparts;

Electronic Execution of Documents. This Agreement and any other Loan Documents, except to the extent otherwise required pursuant to

the terms thereof, may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when

executed and delivered, is of the same force and effect as an original, and all taken together, constitute one Agreement. The words “execution,”

“signed,” “signature” and words of like import in any Loan Document shall be deemed to include electronic signatures

or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually

executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable

law, including, without limitation, any state law based on the Uniform Electronic Transactions Act. Delivery of an executed counterpart

of a signature page of any Loan Document by electronic means including by email delivery of a “.pdf” format data file shall

be as effective as delivery of an original executed counterpart of such Loan Document.

11.10 Publicity.

Other than with respect to ‘deal tombstones’, neither the Loan Parties nor the Lenders shall publicize or use the other’s

name or logo, or hyperlink to the other’ website, describe the relationship of the Loan Parties to the Lenders or the transaction

contemplated by this Agreement, in written and oral presentations, advertising, promotional and marketing materials, client lists, public

relations materials or on its web site (together, the “Publicity Materials”) without such Loan Party or Lender, as

applicable, providing prior written notice to the other that is the subject of the proposed Publicity Materials, together with a draft

(or, if Publicity Materials are not proposed to be delivered in written form, an outline of the content to be included) so as to provide

the recipient a reasonable opportunity to review prior to publication, and each party agrees, in connection with any Publicity Materials

proposed by a party to reasonably consider requested changes or corrections requested by the party that is the subject of such Publicity

Materials in good faith, and upon request, to provide the final form prior to publication or other dissemination.

11.11 Borrower

Representative. Each of the Borrowers hereby appoints Borrower Representative to act as its exclusive agent for all purposes under

the Loan Documents (including, without limitation, with respect to all matters related to the borrowing and repayment of any Loan). Each

of the Borrowers acknowledges and agrees that (a) Borrower Representative may execute such documents on behalf of any Borrower as Borrower

Representative deems appropriate in its sole discretion and each Borrower shall be bound by and obligated by all of the terms of any such

document executed by Borrower Representative on its behalf, (b) any notice or other communication delivered hereunder to Borrower Representative

shall be deemed to have been delivered to each Borrower and (c) JGB Agent and any Lender shall accept (and shall be permitted to rely

on) any document or agreement executed by Borrower Representative on behalf of Borrowers (or any of them). Borrowers must act through

the Borrower Representative for all purposes under this Agreement and the other Loan Documents. Notwithstanding anything contained herein

to the contrary, to the extent any provision in this Agreement requires any Borrower to interact in any manner with JGB Agent or any Lender,

such Borrower shall do so through Borrower Representative.

11.12 Captions.

The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

11.13 Construction

of Agreement. The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation

of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty

to exist.

11.14 Relationship.

The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not intend

to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those

of parties to an arm’s-length contract.

11.15 Third

Parties. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies under

or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns;

(b) relieve or discharge the obligation or liability of any person not an express party to this Agreement; or (c) give any person not

an express party to this Agreement any right of subrogation or action against any party to this Agreement, in each case other than Indemnified

Persons.

11.16 Appointment

of JGB Agent.

(a) Each

Lender hereby appoints JGB Agent to act on behalf of Lenders as administrative agent under this Agreement and the other Loan Documents

and appoints JGB Agent to act on behalf of Lenders as collateral agent, and to hold and enforce any and all Liens on the Collateral granted

pursuant thereto by the applicable Loan Parties to secure the Obligations. The provisions of this Section 11.16 are solely for

the benefit of JGB Agent and Lenders and no Loan Party nor any other Person shall have any rights as a third party beneficiary of any

of the provisions hereof. In performing its functions and duties under this Agreement, JGB Agent does not assume and shall not be deemed

to have assumed any obligation toward or relationship of agency or trust with or for any Loan Party or any other Person. JGB Agent shall

not have any duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents, together

with such powers as are reasonably related thereto. The duties of JGB Agent shall be mechanical and administrative in nature and JGB Agent

shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect

of any Lender.

(b) If

JGB Agent shall request instructions from Lenders with respect to any act or action (including failure to act) in connection with this

Agreement or any other Loan Document, then JGB Agent shall be entitled to refrain from such act or taking such action unless and until

it shall have received instructions from the Required Lenders, and JGB Agent shall incur no liability to any Person by reason of so refraining.

JGB Agent shall be fully justified in failing or refusing to take any action hereunder or under any other Loan Document for any reason.

Without limiting the foregoing, no Lender shall have any right of action whatsoever against JGB Agent as a result of JGB Agent’s

acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of Lenders.

Agent may perform any and all of its duties and exercise its rights and powers hereunder by or through any one or more sub-agents appointed

by JGB Agent. JGB Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through

their respective related parties. The exculpatory provisions of this Section 11.16 shall apply to any such sub-agent and to the

related parties of JGB Agent and any such sub-agent. JGB Agent shall not be responsible for the negligence or misconduct of any sub-agent

except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that JGB Agent acted with

gross negligence or willful misconduct in the selection of such sub-agents.

(d) Neither

JGB Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable for any action

taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents, except for damages

solely caused by its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without

limitation of the generality of the foregoing, JGB Agent: (i) may consult with legal counsel, independent chartered accountants and

other experts and consultants selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in

accordance with the advice of such counsel, accountants, experts or consultants; (ii) makes no warranty or representation to any

Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this

Agreement or the other Loan Documents; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance

of any of the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any Loan Party or to inspect

the Collateral (including the books and records) of any Loan Party; (iv) shall not be responsible to any Lender for the due execution,

legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or any other instrument

or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or the other

Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by email) believed by it to

be genuine and signed or sent by the proper party or parties.

(e) With

respect to its Commitments and Loans hereunder, JGB Agent shall have the same rights and powers under this Agreement and the other Loan

Documents as any other Lender and may exercise the same as though it were not JGB Agent; and the term “Lender” or “Lenders”

shall, unless otherwise expressly indicated, include JGB Agent in its individual capacity (to the extent it holds any Obligations owing

to Lenders or Commitments hereunder). JGB Agent and each of its Affiliates may lend money to, invest in, and generally engage in any kind

of business with, any Loan Party, any of their Affiliates and any Person who may do business with or own securities of any Loan Party

or any such Affiliate, all as if JGB Agent was not JGB Agent and without any duty to account therefor to Lenders. JGB Agent and its Affiliates

may accept fees and other consideration from any Loan Party for services in connection with this Agreement or otherwise without having

to account for the same to Lenders.

(f) Each

Lender acknowledges that it has, independently and without reliance upon JGB Agent or any other Lender, made its own credit and financial

analysis of the Loan Parties and its own decision to enter into this Agreement. Each Lender also acknowledges that it will, independently

and without reliance upon JGB Agent or any other Lender and based on such documents and information as it shall deem appropriate at the

time, continue to make its own credit decisions in taking or not taking action under this Agreement. Each Lender acknowledges the potential

conflict of interest of each other Lender as a result of Lenders holding disproportionate interests in the Loans, and expressly consents

to, and waives any claim based upon, such conflict of interest.

(g) Each

Lender agrees to indemnify JGB Agent (to the extent not reimbursed by Loan Parties and without limiting the obligations of Loan Parties

hereunder), ratably according to its respective Pro Rata Share, from and against any and all liabilities, obligations, losses, damages,

penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred

by, or asserted against JGB Agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken

or omitted by JGB Agent in connection therewith; provided, however, that no Lender shall be liable for any portion of such

liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from

JGB Agent’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting

the foregoing, each Lender agrees to reimburse JGB Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including

reasonable and documented counsel fees) incurred by JGB Agent in connection with the preparation, execution, delivery, administration,

modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of

rights or responsibilities under, this Agreement and each other Loan Document, to the extent that JGB Agent is not reimbursed for such

expenses by the Loan Parties.

(h) JGB

Agent may resign at any time by giving not less than thirty (30) days’ prior written notice thereof to Lenders and Borrowers. Upon

any such resignation, Lenders shall have the right to appoint a successor JGB Agent. If no successor JGB Agent shall have been so appointed

by Lenders and shall have accepted such appointment within thirty (30) days after JGB Agent’s giving notice of resignation, then

JGB Agent may, on behalf of Lenders, appoint a successor JGB Agent, which shall be a Lender, if a Lender is willing to accept such appointment,

or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such

commercial bank or financial institution has combined capital of at least $300,000,000. If no successor JGB Agent has been appointed pursuant

to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning JGB Agent, such resignation

shall become effective and Lenders shall thereafter perform all the duties of JGB Agent hereunder until such time, if any, as Lenders

appoint a successor JGB Agent as provided above. Upon the acceptance of any appointment as JGB Agent hereunder by a successor JGB Agent,

such successor JGB Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning JGB Agent.

Upon the earlier of the acceptance of any appointment as JGB Agent hereunder by a successor JGB Agent or the effective date of the resigning

JGB Agent’s resignation, the resigning JGB Agent shall be discharged from its duties and obligations under this Agreement and the

other Loan Documents, except that any indemnity, expense reimbursement or other rights in favor of such resigning JGB Agent shall continue.

After any resigning JGB Agent’s resignation hereunder, the provisions of this Section 11.16 shall inure to its benefit as

to any actions taken or omitted to be taken by it while it was JGB Agent under this Agreement and the other Loan Documents. Notwithstanding

the foregoing, as long as JGB is a Lender pursuant to this Agreement, JGB Collateral LLC shall not resign as JGB Agent unless a successor

JGB Agent is appointed concurrently with such resignation, which successor JGB Agent shall have the wherewithal to perform, and shall

succeed to and become vested with all the rights, powers, privileges and duties of the resigning JGB Agent under this Agreement and the