Ault Alliance Announces Share Buyback of up to 333,333,333 Shares of Common Stock at $0.15 per Share Through Exchange Offer for New Class of Preferred Stock - Seite 2

Consummation of the Offer is subject to the satisfaction or waiver of certain conditions; including, the minimum of 150,000,000 shares of Common Stock that must be tendered in the Offer and the receipt of the consent of JGB with respect to the Offer. Ault Alliance reserves the right, in its sole discretion, to waive or modify any one or more of the conditions to the Offer.

Ault Alliance intends to apply to list the Series H Preferred Stock on the NYSE American Market or Nasdaq Capital Market. If this application is approved, trading in the Series H Preferred Stock is expected to commence within a 30-day period after the approval of listing. If the application is not approved, we intend to file an application to admit the Series H Preferred Stock for trading on the OTC.

Holders of shares of the Series H Preferred Stock will be entitled to receive dividends cumulatively from the date of initial issue and will be payable on the last day of each calendar quarter commencing on June 30, 2023 when, as and if declared by the Company’s board of directors. Dividends will be payable out of amounts legally available therefor at a rate equal to 10.00% per annum per $10.00 of stated liquidation preference per share, or $0.25 per share of Series H Preferred Stock per quarter. Dividends may be paid, at the option of the Company, in the form of Common Stock determined by dividing (x) the total aggregate dollar amount of dividends accrued and unpaid with respect to Series H Preferred Stock owned by such record holder on the record date for the applicable dividend payment date (rounded to the nearest whole cent) by (y) the ten-day VWAP per share of Common Stock prior to the dividend payment date. If the Company declares a dividend to holders of Common Stock in the form of shares of the stock of its subsidiaries, then holders of Series H Preferred Stock shall participate in such dividend as if the shares of Series H Preferred Stock were convertible into shares of Common Stock at a price of $0.15 per share. However, holders of Series H Preferred Stock will not otherwise participate in any dividends or distributions of cash or other property paid in respect of our Common Stock with holders of the Common Stock.