Hyperscale Data, Inc DEFA14A, filed Jun 8, 2020

Hyperscale Data, Inc. (GPUS)

DEFA14A 2020-06-08

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/s/ Milton C. Ault, III
Milton C. Ault, III
Chief Executive Officer and Chairman of the Board

Delaware	94-1721931
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

201 Shipyard Way, Suite E Newport Beach, CA	92663	(949) 444-5464
(Address of principal executive offices)	(Zip Code)	(Registrant’s telephone number, including area code)

Title of Each Class	Name of each exchange on which registered
Common Stock, $0.001 par value per share	NYSE American

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company þ
Emerging growth company ¨

		Page
PART I
Item 1.	Description of Business	1
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	36
Item 2.	Description of Properties	36
Item 3.	Legal Proceedings	36
Item 4.	Mine Safety Disclosures	38
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	39
Item 6.	Selected Financial Data	40
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	49
Item 8.	Financial Statements and Supplementary Data.	F-1 – F-67
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	49
Item 9A.	Controls and Procedures	49
Item 9B.	Other Information	51
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	51
Item 11.	Executive Compensation	55
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	60
Item 13.	Certain Relationships and Related Transactions, and Director Independence	61
Item 14.	Principal Accountant Fees and Services	61
PART IV
Item 15.	Exhibits and Financial Statement Schedules.	63
Item 16.	Form 10-K Summary	71
	Signatures	72

Fiscal Year Ended December 31, 2018
	High	Low
First Quarter	$2,880.00	$609.44
Second Quarter	$1,200.00	$392.88
Third Quarter	$532.08	$311.20
Fourth Quarter	$348.00	$72.00

Fiscal Year Ended December 31, 2019
	High	Low
First Quarter	$128.00	$11.18
Second Quarter	$15.16	$4.88
Third Quarter	$11.60	$1.57
Fourth Quarter	$2.50	$0.65
First Quarter of 2020	$2.48	$0.83
Second Quarter of 2020 through May 26, 2020	$1.95	$0.71

	Number of Shares				Number of Options
	of Common Stock		Weighted-		Remaining Available for
	to be Issued		Average		Future Issuance Under
	upon Exercise		Exercise Price		Equity Compensation Plans
	of Outstanding		of Outstanding		(excluding securities
	Options		Options		reflected in column (a))
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by stockholders ⁽¹⁾		3,160	$	640.71	103,105

	For the Years Ended
	December 31,
	2019			2018

Revenue	$	21,057,509		$	17,762,217
Revenue, cryptocurrency mining		641,745			1,675,549
Revenue, related party		—			3,907,280
Revenue, restaurant operations		4,149,646			3,462,140
Revenue, lending activities		662,740			347,033
Total revenue		26,511,640			27,154,219
Cost of revenue		20,452,292			21,774,658
Gross profit		6,059,348			5,379,561
Total operating expenses		33,001,145			24,985,017

Loss from operations		(26,941,797	)		(19,605,456	)
Interest income		3,351,226			2,736,932
Interest expense		(7,262,646	)		(16,190,276	)
Change in fair value of marketable equity securities		(596,242	)		—
Loss on extinguishment of convertible debt		(966,134	)		—
Loss on issuance of warrants		(1,763,481	)		—
Change in fair value of warrant liability		1,124,953			—
Loss before income taxes		(33,054,121	)		(33,058,800	)
Income tax benefit		108,293			76,599
Net loss		(32,945,828	)		(32,982,201	)
Less: Net loss attributable to non-controlling interest		32,416			748,320
Net loss attributable to DPW Holdings	$	(32,913,412	)	$	(32,233,881	)
Preferred deemed dividends on Series B Preferred Stock		—			(108,049	)
Preferred dividends		(15,938	)		—
Net loss available to common stockholders	$	(32,929,350	)	$	(32,341,930	)

Basic and diluted net loss per common share	$	(22.97	)	$	(446.11	)

Basic and diluted weighted average common shares outstanding		1,433,464			72,498

Comprehensive Loss
Loss available to common stockholders	$	(32,929,350	)	$	(32,341,930	)
Other comprehensive income (loss)
Foreign currency translation adjustment		341,774			(377,823	)
Net unrealized loss on derivative securities of related party		(1,950,168	)		(8,027,746	)
Other comprehensive income (loss)		(1,609,101	)		(8,405,569	)
Total Comprehensive loss	$	(34,538,451	)	$	(40,747,499	)

		For the Year Ended December 31,
Company acquired	Date of Acquisition	2019		2018

Enertec Systems 2001 Ltd.	May 22, 2018	$	8,851,184	$	5,226,075
I.AM, Inc.	May 23, 2018		4,149,646		3,462,140
		$	13,000,830	$	8,688,215

			Served as a
		Position and Offices	Director and
Name	Age	Held with the Company	Officer Since
Milton C. Ault, III⁽¹⁾	50	Chairman of the Board and Chief Executive Officer	2017
William B. Horne ⁽²⁾	51	Chief Financial Officer and Director	2016
Amos Kohn	60	President and Director	2003
Robert O. Smith ^{(3) (6)}	76	Director	2016
Moti Rosenberg ⁽⁶⁾	71	Director	2015
Jeffrey A. Bentz ^{(4) (6)}	60	Director	2018
Jodi Brichan ^{(5) (6)}	52	Director	2019
Henry Nisser	51	Executive Vice President and General Counsel	2019

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($) ⁽¹⁾	Option Awards ($) ⁽¹⁾	All Other Compensation ($)⁽²⁾	Total ($)
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($) ⁽¹⁾	Option Awards ($) ⁽¹⁾	All Other Compensation ($)⁽²⁾	Total ($)
Milton C. Ault, III	2019	400,000	0	0	0	18,832	418,832
Chief Executive Officer ⁽³⁾	2018	0	0	630,000	253,465	400,000	1,283,465
William B. Horne	2019	300,000	10,000	0	0	17,856	327,856
Chief Financial Officer ⁽⁴⁾	2018	246,436	25,000	2,230,000	940,180	12,857	3,454,473
Amos Kohn	2019	350,000	0	0	0	47,902	397,902
President	2018	350,000	0	0	0	34,887	384,687
Henry C. Nisser	2019	133,333	50,000	0	0	5,807	189,140
General Counsel and Executive Vice President ⁽⁵⁾	2018	0	0	0	0	0	0

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2019
OPTION AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date
Milton C. Ault III	—	—	—	—	—
William B. Horne	—	—	—	—	—
Amos Kohn	—	—	—	—	—
Henry Nisser	—	—	—	—	—

	Fees earned or		Stock		Option		All other
Name	paid in cash ($)		awards ($)		awards ($)		compensation ($)		Total ($)
Robert O. Smith		45,000		—		—		—		45,000
Jeffrey A. Bentz		35,000		—		—		—		35,000
Mordechai Rosenberg		35,000		—		—		—		35,000
Jodi Brichan ⁽¹⁾		—		—		—		—		—

Name and address of beneficial owner	Number of shares beneficially owned			Approximate Percent of class
Greater than 5% Beneficial Owners:
Ault & Company, Inc.		673,140	⁽²⁾		11.7	%
Directors and executive officers: ⁽¹⁾
Milton Ault, III		673,183	⁽³⁾		11.7	%
Henry Nisser		3,906	⁽⁴⁾		*
Amos Kohn		698	⁽⁵⁾		*
Robert Smith		108	⁽⁶⁾		*
William Horne		556	⁽⁷⁾		*
Mordechai Rosenberg		0			*
Jeffrey A. Bentz		9			*
Jodi Brichan		0			*
All directors and executive officers as a group (eight persons)		678,460			11.7	%

	2019		2018
Audit Services	$	878,370	$	610,564
Audit Related Services	$	—	$	—
Tax Services	$	—	$	—
All Other Services	$	—	$	—
Total	$	878,370	$	610,564

Exhibit Number		Description

2.1		Share Exchange Agreement between the Company, Microphase Corporation, Microphase Holding Company, RCKJ Trust, Ergul Family Limited Partnership, and To Hong Yam and Eagle Advisers, LLC, dated April 28, 2017. Incorporated herein by reference to the Current Report on Form 8-K filed on May 3, 2017 as Exhibit 2.1 thereto.
2.2		Agreement and Plan of Merger between the Company and Digital Power Corporation, dated December 27, 2017. Incorporated herein by reference to the Current Report on Form 8-K filed on December 29, 2017 as Exhibit 2.1 thereto.
2.3		State of Delaware, Certificate of Merger of the Company and Digital Power Corporation, dated December 28, 2017. Incorporated herein by reference to the Current Report on Form 8-K filed on December 29, 2017 as Exhibit 2.2 thereto.
2.4		Share Purchase Agreement between Coolisys Technologies, Inc., Enertec Management Ltd., Micronet Enertec Technologies, Inc., and Enertec Systems 2001 Ltd., dated December 31, 2017. Incorporated herein by reference to the Current Report on Form 8-K filed on January 2, 2018 as Exhibit 2.1 thereto.
2.5		Securities Purchase Agreement, dated May 23, 2018. Incorporated by reference to the Current Report on Form 8-K filed on May 24, 2018 as Exhibit 2.1 thereto.
2.6		Share Exchange Agreement by and among DPW Holdings, Inc., DPW Financial Group, Inc., the Acquirees signatories thereto and the Holders signatories thereto dated as of December 27, 2019. (The schedules and certain exhibits to the Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the Commission, upon request, a copy of any omitted schedule or exhibit.) Incorporated by reference to the Current Report on Form 8-K filed on January 2, 2020 as Exhibit 2.1 thereto.
3.1		Amended and Restated Articles of Incorporation of the Company, dated September 29, 1992. Incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on October 16, 1996.
3.2		Certificate of Amendment to Articles of Incorporation of the Company, dated September 9, 1996. Incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on October 16, 1996.
3.3		Bylaws. Incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on October 16, 1996.
3.4		Form of Certificate of Determination of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, dated March 3, 2017. Incorporated by reference to the Current Report on Form 8-K filed on March 9, 2017 as Exhibit 3.1 thereto.
3.5		Form of Certificate of Determination of Preferences, Rights and Limitations of Series D Convertible Preferred Stock. Incorporated by reference to the Current Report on Form 8-K filed on May 3, 2017 as Exhibit 3.1 thereto.
3.6		Form of Certificate of Determination of Preferences, Rights and Limitations of Series E Convertible Preferred Stock. Incorporated by reference to the Current Report on Form 8-K filed on May 3, 2017 as Exhibit 3.2 thereto.
3.7		Form of Certificate of Determination of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, dated May 15, 2017. Incorporated by reference to the Current Report on Form 8-K filed on May 31, 2017 as Exhibit 3.1 thereto.
3.8		Certification of Incorporation, dated September 22, 2017. Incorporated herein by reference to the Current Report on Form 8-K filed on December 29, 2017 as Exhibit 3.1 thereto.
3.9		Bylaws, dated September 25, 2017. Incorporated herein by reference to the Current Report on Form 8-K filed on December 29, 2017 as Exhibit 3.2 thereto.
3.10		Certificate of Designations of Rights and Preferences of 10% Series A Cumulative Redeemable Perpetual Preferred Stock, dated September 13, 2018. Incorporated herein by reference to the Current Report on Form 8-K filed on September 14, 2018 as Exhibit 3.1 thereto.
3.11		Certificate of Elimination, dated December 21, 2018. Incorporated by reference to the Current Report on Form 8-K filed on December 27, 2018 as Exhibit 3.1 thereto.
3.12		Certificate of Amendment to Certificate of Incorporation, dated January 2, 2019. Incorporated by reference to the Current Report on Form 8-K filed on January 3, 2019 as Exhibit 3.1 thereto.
3.13		Certificate of Designations of Rights and Preferences of Series C Convertible Redeemable Preferred Stock, dated February 27, 2019. Incorporated herein by reference to the Current Report on Form 8-K filed on February 28, 2019 as Exhibit 3.1 thereto.
3.14		Certificate of Amendment to Certificate of Incorporation (1-for-20 Reverse Stock Split of Common Stock), dated March 14, 2019. Incorporated herein by reference to the Current Report on Form 8-K filed on March 14, 2019 as Exhibit 3.1 thereto.
3.15		Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on July 29, 2019. Incorporated by reference to the Current Report on Form 8-K filed on August 5, 2019 as Exhibit 3.1 thereto.
4.1		Form of Secured Convertible Note, dated October 21, 2016. Incorporated herein by reference to the Current Report on Form 8-K filed on October 27, 2016 as Exhibit 10.1 thereto.
4.2		Form of Common Stock Purchase Warrant, dated October 21, 2016. Incorporated herein by reference to the Current Report on Form 8-K filed on October 27, 2016 as Exhibit 10.2 thereto.
4.3		Form of Common Stock Purchase Warrant, dated October 21, 2016. Incorporated herein by reference to the Current Report on Form 8-K filed on October 27, 2016 as Exhibit 10.3 thereto.
4.4		Form of Common Stock Purchase Warrant, dated November 15, 2016. Incorporated herein by reference to the Current Report on Form 8-K filed on November 16, 2016 as Exhibit 4.1 thereto.

Exhibit Number		Description

4.5		Form of Common Stock Purchase Warrant. Incorporated by reference to the Current Report on Form 8-K filed on March 9, 2017 as Exhibit 4.1 thereto.
4.6		Form of Common Stock Purchase Warrant. Incorporated by reference to the Current Report on Form 8-K filed on April 4, 2017 as Exhibit 4.1 thereto.
4.7		Form of Common Stock Purchase Warrant. Incorporated by reference to the Current Report on Form 8-K filed on May 31, 2017 as Exhibit 4.1 thereto.
4.8		Form of Common Stock Purchase Warrant. Incorporated by reference to the Current Report on Form 8-K filed on June 8, 2017 as Exhibit 4.1 thereto.
4.9		Form of Common Stock Purchase Warrant, dated July 27, 2017. Incorporated by reference to the Current Report on Form 8-K filed on July 26, 2017 as Exhibit 4.1 thereto.
4.10		Form of Common Stock Purchase Warrant, dated July 28, 2017. Incorporated by reference to the Current Report on Form 8-K filed on July 31, 2017 as Exhibit 4.1 thereto.
4.11		Form of Common Stock Purchase Warrant, dated July 28, 2017. Incorporated by reference to the Current Report on Form 8-K filed on July 31, 2017 as Exhibit 4.2 thereto.
4.12		Form of Convertible Note, dated August 3, 2017. Incorporated by reference to the Current Report on Form 8-K filed on August 9, 2017 as Exhibit 10.2 thereto.
4.13		Form of Common Stock Purchase Warrant, dated August 3, 2017. Incorporated by reference to the Current Report on Form 8-K filed on August 9, 2017 as Exhibit 10.3 thereto.
4.14		Form of Common Stock Purchase Warrant, dated August 10, 2017. Incorporated by reference to the Current Report on Form 8-K filed on August 11, 2017 as Exhibit 4.1 thereto.
4.15		Form of Senior Convertible Promissory Note, dated August 10, 2017. Incorporated by reference to the Current Report on Form 8-K filed on August 11, 2017 as Exhibit 10.2 thereto.
4.16		Common Stock Purchase Warrant issued by Avalanche International Corp. to the Company, dated August 21, 2017. Incorporated by reference to the Current Report on Form 8-K filed on September 7, 2017 as Exhibit 4.1 thereto.
4.17		Convertible Promissory Note issued by Avalanche International Corp. to the Company, dated August 21, 2017. Incorporated by reference to the Current Report on Form 8-K filed on September 7, 2017 as Exhibit 10.2 thereto.
4.18		Form of Common Stock Purchase Warrant. Incorporated by reference to the Current Report on Form 8-K filed on November 2, 2017 as Exhibit 4.1 thereto.
4.19		Form of 10% Original Issue Discount Convertible Debenture. Incorporated by reference to the Current Report on Form 8-K filed on November 2, 2017 as Exhibit 10.2 thereto.
4.20		Form of 10% Original Issue Discount Debenture, dated December 4, 2017. Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 4.1 thereto.
4.21		Convertible Promissory Note issued by WT Johnson & Sons (Huddersfield) Ltd. to the Company, dated December 5, 2017. Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 4.1 thereto.
4.22		Convertible Promissory Note issued by WT Johnson & Sons (Huddersfield) Ltd. to the Company, dated December 5, 2017. Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 4.2 thereto.
4.23		Form of Common Stock Purchase Warrant, dated December 5, 2017. Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 4.1 thereto.
4.24		Form of Senior Convertible Promissory Note, dated January 23, 2018. Incorporated by reference to the Current Report on Form 8-K filed on January 24, 2018 as Exhibit 4.1 thereto.
4.25		Form of Common Stock Purchase Warrant, dated January 23, 2018. Incorporated by reference to the Current Report on Form 8-K filed on January 24, 2018 as Exhibit 4.2 thereto.
4.26		Form of Common Stock Purchase Warrant, dated March 23, 2018. Incorporated by reference to the Current Report on Form 8-K filed on March 26, 2018 as Exhibit 4.1 thereto.
4.27		Form of Common Stock Purchase Warrant, dated April 16, 2018. Incorporated by reference to the Current Report on Form 8-K filed on April 16, 2018 as Exhibit 4.1 thereto.
4.28		Form of Series A Common Stock Purchase Warrant, dated May 17, 2018. Incorporated by reference to the Current Report on Form 8-K filed on May 16, 2018 as Exhibit 4.1 thereto.
4.29		Form of Series B Common Stock Purchase Warrant, dated May 17, 2018. Incorporated by reference to the Current Report on Form 8-K filed on May 16, 2018 as Exhibit 4.2 thereto.
4.30		Form of Senior Secured Convertible Promissory Note, dated May 15, 2018. Incorporated by reference to the Current Report on Form 8-K filed on May 16, 2018 as Exhibit 4.1 thereto.
4.31		Form of Series A Common Stock Purchase Warrant, dated May 15, 2018. Incorporated by reference to the Current Report on Form 8-K filed on May 16, 2018 as Exhibit 4.2 thereto.
4.32		Form of Series B Common Stock Purchase Warrant, dated May 15, 2018. Incorporated by reference to the Current Report on Form 8-K filed on May 16, 2018 as Exhibit 4.3 thereto.
4.33		Form of Registration Rights Agreement, dated May 15, 2018. Incorporated by reference to the Current Report on Form 8-K filed on May 16, 2018 as Exhibit 4.4 thereto.

Exhibit Number		Description

4.34		Form of 10% Senior Secured Convertible Promissory Note, dated July 2, 2018. Incorporated by reference to the Current Report on Form 8-K filed on July 2, 2018 as Exhibit 4.1 thereto.
4.35		Form of Registration Rights Agreement, dated July 2, 2018. Incorporated by reference to the Current Report on Form 8-K filed on July 2, 2018 as Exhibit 4.2 thereto.
4.36		Form of Secured Promissory Note, dated August 16, 2018. Incorporated by reference to the Current Report on Form 8-K filed on August 16, 2018 as Exhibit 4.1 thereto.
4.37		Form of 10% Senior Secured Convertible Promissory Note, dated August 31, 2018. Incorporated by reference to the Current Report on Form 8-K filed on September 4, 2018 as Exhibit 4.1 thereto.
4.38		Form of Registration Rights Agreement, dated August 31, 2018. Incorporated by reference to the Current Report on Form 8-K filed on September 4, 2018 as Exhibit 4.2 thereto.
4.39		Form of Term Promissory Note, dated September 21, 2018. Incorporated by reference to the Current Report on Form 8-K filed on September 21, 2018 as Exhibit 4.1 thereto.
4.40		Form of Original Issue Discount Promissory Note, dated October 11, 2018. Incorporated by reference to the Current Report on Form 8-K filed on October 11, 2018 as Exhibit 4.1 thereto.
4.41		Form of 12% Convertible Promissory Note dated October 5, 2016. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 4.4 thereto.
4.42		Form of 12% Convertible Promissory Note dated November 30, 2016. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 4.5 thereto.
4.43		Form of 12% Convertible Promissory Note dated February 22, 2017. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 4.6 thereto.
4.44		Form of Common Stock Purchase Warrant entered into on January 25, 2018, with an issuance date of January 23, 2018, issued to Libertas Funding, LLC. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 4.13 thereto.
4.45		Form of Common Stock Purchase Warrant entered into on January 25, 2018, with an issuance date of January 23, 2018, issued to TVT Capital, LLC. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 4.14 thereto.
4.46		Form of Term Note dated March 22, 2018. Incorporated by reference to the Registration Statement on Form S-3 filed on December 7, 2018 as Exhibit 4.3 thereto.
4.47		Form of Common Stock Purchase Warrant dated March 22, 2018. Incorporated by reference to the Registration Statement on Form S-3 filed on December 7, 2018 as Exhibit 4.4 thereto.
4.48		Form of Secured Promissory Note 1, dated January 23, 2019. Incorporated by reference to the Current Report on Form 8-K filed on January 24, 2019 as Exhibit 4.1 thereto.
4.49		Form of Secured Promissory Note 2, dated January 23, 2019. Incorporated by reference to the Current Report on Form 8-K filed on January 24, 2019 as Exhibit 4.2 thereto.
4.50		Form of Secured Convertible Promissory Note, dated January 23, 2019. Incorporated by reference to the Current Report on Form 8-K filed on January 24, 2019 as Exhibit 4.3 thereto.
4.51		Form of Promissory Note, dated February 20, 2019. Incorporated by reference to the Current Report on Form 8-K filed on February 20, 2019 as Exhibit 4.1 thereto.
4.52		Form of Common Warrant, dated April 2, 2019. Incorporated by reference to the Current Report on Form 8-K filed on April 1, 2019 as Exhibit 4.1 thereto.
4.53		Form of Pre-Funded Warrant, dated March 29, 2019. Incorporated by reference to the Current Report on Form 8-K filed on April 1, 2019 as Exhibit 4.2 thereto.
4.54		Form of Underwriter’s Warrant, dated April 2, 2019. Incorporated by reference to the Current Report on Form 8-K filed on April 1, 2019 as Exhibit 4.3 thereto.
4.55		Form of Common Warrant, dated April 2, 2019. Incorporated by reference to the Current Report on Form 8-K/A filed on April 4, 2019 as Exhibit 4.1 thereto.
4.56		Form of Convertible Promissory Note, dated May 13, 2019. Incorporated by reference to the Current Report on Form 8-K filed on May 20, 2019 as Exhibit 4.1 thereto.
4.57		Form of Warrant, dated May 13, 2019. Incorporated by reference to the Current Report on Form 8-K filed on May 20, 2019 as Exhibit 4.2 thereto.
4.58		Form of 10% Senior Secured Promissory Note, dated June 18, 2019. Incorporated by reference to the Current Report on Form 8-K filed on June 18, 2019 as Exhibit 4.1 thereto.
4.59		Form of Registration Rights Agreement, dated June 18, 2019. Incorporated by reference to the Current Report on Form 8-K filed on June 18, 2019 as Exhibit 4.2 thereto.
4.60		Form of Warrant, dated May 14, 2019. Incorporated by reference to the Current Report on Form 8-K/A filed on June 27, 2019 as Exhibit 4.2 thereto.
4.61		Form of Convertible Promissory Note, dated July 2, 2019. Incorporated by reference to the Current Report on Form 8-K filed on July 2, 2019 as Exhibit 4.1 thereto.

Exhibit Number		Description

4.62		Form of Convertible Promissory Note, dated July 2, 2019. Incorporated by reference to the Current Report on Form 8-K filed on July 2, 2019 as Exhibit 4.1 thereto.
4.63		Form of 4% Convertible Promissory Note, dated July 3, 2019. Incorporated by reference to the Current Report on Form 8-K filed on July 5, 2019 as Exhibit 4.1 thereto.
4.64		Form of Common Stock Purchase Warrant, dated July 3, 2019. Incorporated by reference to the Current Report on Form 8-K filed on July 5, 2019 as Exhibit 4.2 thereto.
4.65		Form of DPW Note. Incorporated by reference to the Regulation A Offering Statement on Form 1-A filed on August 14, 2019 as Exhibit 3.65 thereto.
4.66		Form of Amendment to 4% Convertible Promissory Note, dated September 19, 2019. Incorporated by reference to the Current Report on Form 8-K filed on September 20, 2019 as Exhibit 4.3 thereto.
4.67		Form of Convertible Promissory Note, dated September 26, 2019. Incorporated by reference to the Current Report on Form 8-K filed on September 26, 2019 as Exhibit 4.1 thereto.
4.68		Form of Convertible Promissory Note, dated November 4, 2019. Incorporated by reference to the Current Report on Form 8-K filed on November 4, 2019 as Exhibit 4.1 thereto.
4.69		Form of Convertible Promissory Note, dated November 15, 2019. Incorporated by reference to the Current Report on Form 8-K filed on November 18, 2019 as Exhibit 4.1 thereto.
10.1		Securities Purchase Agreement between the Company, Philou Ventures, LLC and Telkoor Telecom Ltd., dated September 4, 2016. Incorporated herein by reference to the Current Report on Form 8-K filed on September 7, 2016 as Exhibit 10.1 thereto.
10.2		Rescission Agreement between the Company, Telkoor Telecom Ltd. and Telkoor Power Supplies Ltd., dated September 4, 2016. Incorporated herein by reference to the Current Report on Form 8-K filed on September 7, 2016 as Exhibit 10.2 thereto.
10.3		Waiver Letter to Securities Purchase Agreement between the Company, Philou Ventures, LLC and Telkoor Telecom Ltd., dated September 20, 2016. Incorporated herein by reference to the Current Report on Form 8-K filed on September 22, 2016 as Exhibit 10.1 thereto.
10.4		Registration Rights Agreement, dated October 21, 2016. Incorporated herein by reference to the Current Report on Form 8-K filed on October 27, 2016 as Exhibit 10.4 thereto.
10.5		Form of Subscription Agreement. Incorporated herein by reference to the Current Report on Form 8-K filed on November 16, 2016 as Exhibit 10.1 thereto.
10.6		Form of Registration Rights Agreement, dated November 15, 2016. Incorporated by reference to the Current Report on Form 8-K filed on November 16, 2016 as Exhibit 10.2 thereto.
10.7*		Employment Agreement for Amos Kohn, dated November 30, 2016. Incorporated by reference to the Current Report on Form 8-K filed on December 5, 2016 as Exhibit 10.1 thereto.
10.8		2016 Stock Incentive Plan. Incorporated by reference to the Current Report on Form 8-K filed on December 30, 2016 as Exhibit 10.1 thereto.
10.9		Form of Subscription Agreement. Incorporated by reference to the Current Report on Form 8-K filed on February 17, 2017 as Exhibit 10.1 thereto.
10.10*		Amendment No. 1 to Executive Employment Agreement. Amos Kohn dated February 22, 2017. Incorporated by reference to the Current Report on Form 8-K filed on February 27, 2017 as Exhibit 10.1 thereto.
10.11		Preferred Stock Purchase Agreement between the Company and Philou Ventures, LLC, dated March 9, 2017. Incorporated by reference to the Current Report on Form 8-K filed on March 9, 2017 as Exhibit 10.1 thereto.
10.12		Registration Rights Agreement between the Company and Philou Ventures, LLC. Incorporated by reference to the Current Report on Form 8-K filed on March 9, 2017 as Exhibit 10.2 thereto.
10.13		Form of Subscription Agreement. Incorporated by reference to the Current Report on Form 8-K filed on April 4, 2017 as Exhibit 10.1 thereto.
10.14		Form of Subscription Agreement, dated May 1, 2017. Incorporated by reference to the Current Report on Form 8-K filed on May 31, 2017 as Exhibit 10.1 thereto.
10.15		Form of Registration Rights Agreement. Incorporated by reference to the Current Report on Form 8-K filed on May 31, 2017 as Exhibit 10.2 thereto.
10.16		Promissory Note issued by Microphase Corporation to the Company, dated June 2, 2017. Incorporated by reference to the Current Report on Form 8-K filed on June 8, 2017 as Exhibit 10.1 thereto.
10.17		Promissory Note issued by Microphase Corporation to the Company, dated June 2, 2017. Incorporated by reference to the Current Report on Form 8-K filed on June 8, 2017 as Exhibit 10.2 thereto.
10.18		Form of Securities Purchase Agreement, dated July 25, 2017. Incorporated by reference to the Current Report on Form 8-K filed on July 26, 2017 as Exhibit 10.1 thereto.
10.19		Form of Exchange Agreement, dated July 28, 2017. Incorporated by reference to the Current Report on Form 8-K filed on July 31, 2017 as Exhibit 10.1 thereto.
10.20		Form of Subscription Agreement. Incorporated by reference to the Current Report on Form 8-K filed on July 31, 2017 as Exhibit 10.2 thereto.
10.21		Form of Securities Purchase Agreement, dated July 28, 2017. Incorporated by reference to the Current Report on Form 8-K filed on July 31, 2017 as Exhibit 10.3 thereto.

Exhibit Number		Description

10.22		Securities Purchase Agreement between William H. Gordon, Power-Plus Technical Distributors, LLC, and Coolisys Technologies Inc., dated August 3, 2017. Incorporated by reference to the Current Report on Form 8-K filed on August 9, 2017 as Exhibit 10.1 thereto.
10.23		Form of Securities Purchase Agreement, dated August 3, 2017. Incorporated by reference to the Current Report on Form 8-K filed on August 9, 2017 as Exhibit 10.1 thereto.
10.24		Form of Securities Purchase Agreement, dated August 10, 2017. Incorporated by reference to the Current Report on Form 8-K filed on August 11, 2017 as Exhibit 10.1 thereto.
10.25		Form of Registration Rights Agreement, dated August 10, 2017. Incorporated by reference to the Current Report on Form 8-K filed on August 11, 2017 as Exhibit 10.3 thereto.
10.26		Loan and Security Agreement between the Company and Avalanche International Corp., dated August 21, 2017. Incorporated by reference to the Current Report on Form 8-K filed on September 7, 2017 as Exhibit 10.1 thereto.
10.27*		Executive Employment Agreement for William Horne, dated October 6, 2017. Incorporated by reference to the Current Report on Form 8-K filed on October 12, 2017 as Exhibit 10.1 thereto.
10.28		Form of Subscription Agreement. Incorporated by reference to the Current Report on Form 8-K filed on October 19, 2017 as Exhibit 10.1 thereto.
10.29		Agreement for the Purchase and Sale of Future Receipts between the Company and TVT Capital, LLC, dated October 23, 2017. Incorporated by reference to the Current Report on Form 8-K filed on October 23, 2017 as Exhibit 10.1 thereto.
10.30		Form of Securities Purchase Agreement. Incorporated by reference to the Current Report on Form 8-K filed on November 2, 2017 as Exhibit 10.1 thereto.
10.31		Form of Registration Rights Agreement. Incorporated by reference to the Current Report on Form 8-K filed on November 2, 2017 as Exhibit 10.3 thereto.
10.32		Form of Loan and Security Agreement between the Company and LAM, Inc., dated November 2, 2017. Incorporated by reference to the Current Report on Form 8-K filed on November 7, 2017 as Exhibit 10.1 thereto.
10.33		Form of Subscription Agreement, dated November 6, 2017. Incorporated by reference to the Current Report on Form 8-K filed on November 8, 2017 as Exhibit 10.1 thereto.
10.34		Trust Agreement between Coolisys Technologies Inc. and Roni Kohn, dated May 14, 2017. Incorporated by reference to the Current Report on Form 8-K filed on November 22, 2017 as Exhibit 10.1 thereto.
10.35		Tenancy-In-Common Agreement between Coolisys Technologies Inc. and Roni Kohn, dated May 14, 2017. Incorporated by reference to the Current Report on Form 8-K filed on November 22, 2017 as Exhibit 10.2 thereto.
10.36		Form of Securities Purchase Agreement, dated December 4, 2017. Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 10.1 thereto.
10.37		Form of Registration Rights Agreement, dated December 4, 2017. Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 10.2 thereto.
10.38		Exchange Agreement between the Company and WT Johnson & Sons (Huddersfield) Limited, dated December 5, 2017. Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 10.1 thereto.
10.39		Form of Exchange Agreement, dated December 5, 2017. Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 10.1 thereto.
10.40		Form of Subscription Agreement, dated December 1, 2017. Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 10.1 thereto.
10.41		Form of Consulting Agreement. Incorporated by reference to the Current Report on Form 8-K filed on January 2, 2018 as Exhibit 10.1 thereto.
10.42		Agreement for the Purchase and Sale of Future Receipts between the Company and TVT Capital, LLC, dated January 10, 2018. Incorporated by reference to the Current Report on Form 8-K filed on January 16, 2018 as Exhibit 10.1 thereto.
10.43		Agreement for the Purchase and Sale of Future Receipts between the Company and TVT Capital, LLC, dated January 10, 2018. Incorporated by reference to the Current Report on Form 8-K filed on January 16, 2018 as Exhibit 10.2 thereto.
10.44		Form of Securities Purchase Agreement, dated January 23, 2018. Incorporated by reference to the Current Report on Form 8-K filed on January 24, 2018 as Exhibit 10.1 thereto.
10.45		Form of Registration Rights Agreement, dated January 23, 2018. Incorporated by reference to the Current Report on Form 8-K filed on January 24, 2018 as Exhibit 10.2 thereto.
10.46*		Executive Employment Agreement for William Horne, dated January 25, 2018. Incorporated by reference to the Current Report on Form 8-K filed on January 25, 2018 as Exhibit 10.1 thereto.
10.47		Form of Securities Purchase Agreement, dated January 23, 2018. Incorporated by reference to the Current Report on Form 8-K filed on February 12, 2018 as Exhibit 10.1 thereto.
10.48		Amendment to Securities Purchase Agreement, dated January 23, 2018, between the Company and Twitchell Fund, LLC. Incorporated by reference to the Current Report on Form 8-K filed on February 12, 2018 as Exhibit 10.2 thereto.
10.49		Sales Agreement between the Company and H.C. Wainwright & Co., LLC, dated February 27, 2018. Incorporated by reference to the Current Report on Form 8-K filed on February 27, 2018 as Exhibit 10.1 thereto.
10.50		Asset Purchase Agreement between Super Crypto Mining, Inc. and Blockchain Supply & Services Ltd., dated March 8, 2018. Incorporated by reference to the Current Report on Form 8-K filed on March 9, 2018 as Exhibit 10.1 thereto.

Exhibit Number		Description

10.51		Amended and Restated Master Services Agreement dated March 21, 2018 but effective March 1, 2018. Filed herewith. Confidential Portions have been redacted and a Request for Confidential Treatment has been filed separately with the Commission. Incorporated by reference to the Annual Report on Form 10-K filed on April 17, 2018 as Exhibit 10.51 thereto.
10.52		Form of Securities Purchase Agreement, dated March 23, 2018. Incorporated by reference to the Current Report on Form 8-K filed on March 26, 2018 as Exhibit 10.1 thereto.
10.53		Form of Amended and Restated Independent Contractor Agreement, dated April 13, 2018. Incorporated by reference to the Current Report on Form 8-K filed on April 13, 2018 as Exhibit 10.1 thereto.
10.54		Form of Securities Purchase Agreement, dated April 16, 2018. Incorporated by reference to the Current Report on Form 8-K filed on April 16, 2018 as Exhibit 10.1 thereto.
10.55		Form of 12% Secured Convertible Promissory Note, dated April 16, 2018. Incorporated by reference to the Current Report on Form 8-K filed on April 16, 2018 as Exhibit 10.2 thereto.
10.56		Form of Security Agreement, dated April 16, 2018. Incorporated by reference to the Current Report on Form 8-K filed on April 16, 2018 as Exhibit 10.3 thereto.
10.57		Form of Securities Purchase Agreement, dated May 15, 2018. Incorporated by reference to the Current Report on Form 8-K filed on May 16, 2018 as Exhibit 10.1 thereto.
10.58		Form of Securities Purchase Agreement, dated May 15, 2018. Incorporated by reference to the Current Report on Form 8-K filed on May 16, 2018 as Exhibit 10.1 thereto.
10.59		Form of Security Agreement, dated May 15, 2018. Incorporated by reference to the Current Report on Form 8-K filed on May 16, 2018 as Exhibit 10.2 thereto.
10.60		Form of Security and Pledge Agreement, dated May 15, 2018. Incorporated by reference to the Current Report on Form 8-K filed on May 16, 2018 as Exhibit 10.3 thereto.
10.61		Form of Intellectual Property Security Agreement, dated May 15, 2018. Incorporated by reference to the Current Report on Form 8-K filed on May 16, 2018 as Exhibit 10.4 thereto.
10.62		Form of Subsidiary Guarantee, dated May 15, 2018. Incorporated by reference to the Current Report on Form 8-K filed on May 16, 2018 as Exhibit 10.5 thereto.
10.63		Form of Lock-Up Agreement, dated May 15, 2018. Incorporated by reference to the Current Report on Form 8-K filed on May 16, 2018 as Exhibit 10.6 thereto.
10.64		Agreement to Organize and Operate a Joint Venture, dated June 14, 2018. Incorporated by reference to the Current Report on Form 8-K filed on June 18, 2018 as Exhibit 10.1 thereto.
10.65		Executive Employment Agreement with Milton C. Ault, III, dated June 17, 2018. Incorporated by reference to the Current Report on Form 8-K filed on June 18, 2018 as Exhibit 10.1 thereto.
10.66		Extension of Agreement to Organize and Operate a Joint Venture, dated June 29, 2018. Incorporated by reference to the Current Report on Form 8-K filed on July 2, 2018 as Exhibit 10.1 thereto.
10.67		Amendment No. 1 to Securities Purchase Agreement, dated June 28, 2018, among Digital Power Lending, LLC, I.AM INC., David J. Krause, and Deborah J. Krause. Incorporated by reference to the Current Report on Form 8-K filed on July 2, 2018 as Exhibit 10.1 thereto.
10.68		Securities Purchase Agreement, dated July 2, 2018. Incorporated by reference to the Current Report on Form 8-K filed on July 2, 2018 as Exhibit 10.1 thereto.
10.69		Form of Amendment No. 3 Agreement, dated July 2, 2018. Incorporated by reference to the Current Report on Form 8-K filed on July 2, 2018 as Exhibit 10.2 thereto.
10.70		Form of Amendment No. 4 Agreement, dated July 2, 2018. Incorporated by reference to the Current Report on Form 8-K filed on July 2, 2018 as Exhibit 10.3 thereto.
10.71		Extension of Agreement to Organize and Operate a Joint Venture dated July 16, 2018. Incorporated by reference to the Current Report on Form 8-K filed on July 17, 2018 as Exhibit 10.1 thereto.
10.72		Amendment No. 2 to Securities Purchase Agreement, dated July 30, 2018, among Digital Power Lending, LLC, I.AM INC., David J. Krause, and Deborah J. Krause. Incorporated by reference to the Current Report on Form 8-K filed on August 3, 2018 as Exhibit 10.1 thereto.
10.73		Form of Securities Purchase Agreement, dated August 16, 2018. Incorporated by reference to the Current Report on Form 8-K filed on August 16, 2018 as Exhibit 10.1 thereto.
10.74		Form of Security and Pledge Agreement, dated August 16, 2018. Incorporated by reference to the Current Report on Form 8-K filed on August 16, 2018 as Exhibit 10.2 thereto.
10.75		Extension of Agreement to Organize and Operate a Joint Venture dated August 17, 2018. Incorporated by reference to the Current Report on Form 8-K filed on August 23, 2018 as Exhibit 10.1 thereto.
10.76		Securities Purchase Agreement, dated August 31, 2018. Incorporated by reference to the Current Report on Form 8-K filed on September 4, 2018 as Exhibit 10.1 thereto.
10.77		Form of Amendment No. 5 Agreement, dated August 31, 2018. Incorporated by reference to the Current Report on Form 8-K filed on September 4, 2018 as Exhibit 10.2 thereto.
10.78		Form of Amendment No. 6 Agreement, dated August 31, 2018. Incorporated by reference to the Current Report on Form 8-K filed on September 4, 2018 as Exhibit 10.3 thereto.

Exhibit Number		Description

10.79		Purchase Agreement Amendment, dated September 1, 2018. Incorporated by reference to the Current Report on Form 8-K filed on September 4, 2018 as Exhibit 10.1 thereto.
10.80		Amendment No. 7, dated September 25, 2018. Incorporated by reference to the Current Report on Form 8-K filed on September 25, 2018 as Exhibit 10.1 thereto.
10.81		Revolving Loan Agreement, dated October 3, 2018. Incorporated by reference to the Current Report on Form 8-K filed on October 3, 2018 as Exhibit 10.1 thereto.
10.82		Promissory Note, dated October 3, 2018. Incorporated by reference to the Current Report on Form 8-K filed on October 3, 2018 as Exhibit 10.2 thereto.
10.83		Security Agreement, dated October 3, 2018. Incorporated by reference to the Current Report on Form 8-K filed on October 3, 2018 as Exhibit 10.3 thereto.
10.84		Control Agreement, dated October 3, 2018. Incorporated by reference to the Current Report on Form 8-K filed on October 3, 2018 as Exhibit 10.4 thereto.
10.85		Intercreditor Agreement, dated October 3, 2018. Incorporated by reference to the Current Report on Form 8-K filed on October 3, 2018 as Exhibit 10.5 thereto.
10.86		Purchase Agreement Amendment, dated October 2, 2018. Incorporated by reference to the Current Report on Form 8-K filed on October 5, 2018 as Exhibit 10.1 thereto.
10.87		Management Agreement, dated October 5, 2018. Incorporated by reference to the Current Report on Form 8-K filed on October 9, 2018 as Exhibit 10.1 thereto.
10.88		Guarantee, dated October 5, 2018. Incorporated by reference to the Current Report on Form 8-K filed on October 9, 2018 as Exhibit 10.2 thereto.
10.89		Form of Securities Purchase Agreement, dated October 11, 2018. Incorporated by reference to the Current Report on Form 8-K filed on October 11, 2018 as Exhibit 10.1 thereto.
10.90		At-The-Market Issuance Sales Agreement, dated October 15, 2018, with Wilson Davis & Co., Inc. Incorporated by reference to the Current Report on Form 8-K filed on October 16, 2018 as Exhibit 10.1 thereto.
10.91		Form of Guaranty Agreement dated March 23, 2018, made by Milton C. Ault, III. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.11 thereto.
10.92		Share Exchange Agreement by and among Avalanche International Corp., MTIX, Ltd. and the Sellers signatories thereto dated March 3, 2017 (The schedules and certain exhibits to the Agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule or exhibit ). Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.12 thereto.
10.93		Loan and Security Agreement by and between Avalanche International Corp. and Digital Power Corporation dated September 6, 2017 with an effective date as of August 21, 2017. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.13 thereto.
10.94		Convertible Promissory Note dated September 6, 2017 with an effective date as of August 21, 2017 issued by Avalanche International Corp. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.14 thereto.
10.95		Common Stock Purchase Warrant dated September 6, 2017 with an effective date as of August 21, 2017 Avalanche International Corp. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.15 thereto.
10.96		Form of Guaranty Agreement dated January 10, 2018, made by Milton C. Ault, III. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.18 thereto.
10.97		Form of Personal Guaranty entered into on January 10, 2018, made by Milton C. Ault, III. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.19 thereto.
10.98		Form of Future Receivables Sale Agreement dated January 18, 2018. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.20 thereto.
10.99		Form of Security Agreement and Guaranty dated January 18, 2018, made by Philou Ventures, LLC. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.21 thereto.
10.100		Form of Agreement for the Purchase and Sale of Future Receipts entered into on January 25, 2018. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.22 thereto.
10.101		Form of Agreement for the Purchase and Sale of Future Receipts entered into on January 25, 2018. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.23 thereto.
10.102		Form of Future Receivables Sale Agreement entered into on January 25, 2018. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.24 thereto.
10.103		Form of Personal Guaranty entered into on January 25, 2018, made by Milton C. Ault, III. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.25 thereto.
10.104		Form of Personal Guaranty entered into on January 25, 2018, made by Milton C. Ault, III. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.26 thereto.
10.105		Form of Security Agreement and Guaranty entered into on January 25, 2018, made by Milton C. Ault, III, and Philou Ventures, LLC. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.27 thereto.

Exhibit Number		Description

10.106		Form of Agreement for the Purchase and Sale of Future Receipts entered into on March 23, 2018. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.28 thereto.
10.107		Form of Agreement for the Purchase and Sale of Future Receipts entered into on March 23, 2018. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.29 thereto.
10.108		Form of Personal Guaranty entered into on March 23, 2018, made by Milton C. Ault, III. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.30 thereto.
10.109		Form of Personal Guaranty entered into on March 23, 2018, made by Milton C. Ault, III. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.31 thereto.
10.110		Form of Future Receivables Sale Agreement entered into on March 27, 2018. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.32 thereto.
10.111		Form of Security Agreement and Guaranty entered into on March 27, 2018, made by Milton C. Ault, III, and Kristine Ault. Incorporated by reference to the Pre-Effective Amendment No. 2 to the Registration Statement on Form S-3 filed on November 1, 2018 as Exhibit 10.33 thereto.
10.112		Purchase Order, dated March 14, 2018. Incorporated by reference to the Current Report on Form 8-K filed on November 8, 2018 as Exhibit 10.1 thereto.
10.113		Amendment No. 8 Agreement, dated November 16, 2018. Incorporated by reference to the Current Report on Form 8-K filed on November 16, 2018 as Exhibit 10.1 thereto.
10.114		Form of Exchange Agreement dated February 28, 2018, and executed on March 15, 2018. Incorporated by reference to the Registration Statement on Form S-3 filed on December 7, 2018 as Exhibit 10.2 thereto.
10.115		Form of Consulting Agreement dated March 22, 2018. Incorporated by reference to the Registration Statement on Form S-3 filed on December 7, 2018 as Exhibit 10.5 thereto.
10.116		Form of Escrow Agreement dated March 22, 2018. Incorporated by reference to the Registration Statement on Form S-3 filed on December 7, 2018 as Exhibit 10.6 thereto.
10.117		Form of Media Advertising Agreement dated April 27, 2018. Incorporated by reference to the Registration Statement on Form S-3 filed on December 7, 2018 as Exhibit 10.9 thereto.
10.118		Amendment No. 9 Agreement, dated December 7, 2018. Incorporated by reference to the Current Report on Form 8-K filed on December 10, 2018 as Exhibit 10.1 thereto.
10.119		Amendment No. 10 Agreement, dated December 20, 2018. Incorporated by reference to the Current Report on Form 8-K filed on December 20, 2018 as Exhibit 10.1 thereto.
10.120		$500,000 Secured Promissory Note dated as of December 28, 2018, by Enertec Systems 2001 Ltd. Incorporated by reference to the Current Report on Form 8-K filed on December 31, 2018 as Exhibit 10.1 thereto.
10.100		$200,000 Secured Promissory Note dated as of December 28, 2018, by Microphase Corporation. Incorporated by reference to the Current Report on Form 8-K filed on December 31, 2018 as Exhibit 10.2 thereto.
10.101		Personal Guaranty Agreement dated as of December 28, 2018, by Milton C. Ault III and Dominion Capital, LLC. Incorporated by reference to the Current Report on Form 8-K filed on December 31, 2018 as Exhibit 10.3 thereto.
10.102		Performance Guaranty Agreement dated as of December 28, 2018, by DPW Holdings, Inc., Microphase Corporation, Enertec Systems 2001 Ltd. and Dominion Capital, LLC. Incorporated by reference to the Current Report on Form 8-K filed on December 31, 2018 as Exhibit 10.4 thereto.
10.103		Security Agreement dated as of December 28, 2018, by Enertec Systems 2001 Ltd and Dominion Capital, LLC. Incorporated by reference to the Current Report on Form 8-K filed on December 31, 2018 as Exhibit 10.5 thereto.
10.104		Security Agreement dated as of December 28, 2018, by Microphase Corporation and Dominion Capital, LLC. Incorporated by reference to the Current Report on Form 8-K filed on December 31, 2018 as Exhibit 10.6 thereto.
10.105		Amendment No. 11 Agreement, dated January 9, 2019. Incorporated by reference to the Current Report on Form 8-K filed on January 10, 2019 as Exhibit 10.1 thereto.
10.106		Form of Exchange Agreement, dated January 23, 2019. Incorporated by reference to the Current Report on Form 8-K filed on January 24, 2019 as Exhibit 10.1 thereto.
10.107		Form of Security Agreement, dated January 23, 2019. Incorporated by reference to the Current Report on Form 8-K filed on January 24, 2019 as Exhibit 10.2 thereto.
10.108		Form of Exchange Agreement, dated February 20, 2019. Incorporated by reference to the Current Report on Form 8-K filed on February 20, 2019 as Exhibit 10.1 thereto.
10.109		Form of Securities Purchase Agreement, dated February 27, 2019. Incorporated by reference to the Current Report on Form 8-K filed on February 28, 2019 as Exhibit 10.1 thereto.
10.110		Executive Employment Agreement with Henry Nisser dated April 12, 2019. Incorporated by reference to the Current Report on Form 8-K filed on April 16, 2018 as Exhibit 10.1 thereto.
10.111		Form of Securities Purchase Agreement, dated May 13, 2019. Incorporated by reference to the Current Report on Form 8-K filed on May 20, 2019 as Exhibit 10.1 thereto.
10.112		Form of Guarantee, dated May 10, 2019. Incorporated by reference to the Current Report on Form 8-K filed on May 20, 2019 as Exhibit 10.2 thereto.

*	Indicates management contract or compensatory plan or arrangement.
**	Confidential treatment is being sought for this agreement, which has been filed separately with the SEC. The confidential portions of this Exhibit have been omitted and are marked by asterisks.
***	Filed herewith.
****	Furnished herewith.

	DPW HOLDINGS, INC.

	By:	/s/ Milton C. Ault, III
		Milton C. Ault, III
		Chief Executive Officer
		(Principal Executive Officer)


	By:	/s/ William B. Horne
		William B. Horne
		Chief Financial Officer
		(Principal Accounting Officer)

June 1, 2020	/s/ Milton C. Ault, III
	Milton C. Ault, III, Chief Executive Officer and Executive Chairman of the Board

June 1, 2020	/s/ William B. Horne
	William B. Horne, Chief Financial Officer and Director

June 1, 2020	/s/ Amos Kohn
	Amos Kohn, President and Director

June 1, 2020	/s/ Robert O. Smith
	Robert O. Smith, Director

June 1, 2020	/s/ Mordechai Rosenberg
	Mordechai Rosenberg, Director

June 1, 2020	/s/ Jeffrey A. Bentz
	Jeffrey A. Bentz, Director

June 1, 2020	/s/ Jodi Brichan
	Jodi Brichan, Director

Reports of Independent Registered Public Accounting Firm – Marcum LLP	F-2

Report of Independent Registered Public Accounting Firm – Ziv Haft.	F-3

Consolidated Balance Sheets as of December 31, 2019 and 2018	F-4 - F-5

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2019 and 2018	F-6

Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2019 and 2018	F-7 - F-8

Consolidated Statements of Cash Flows for the Years Ended December 31, 2019 and 2018	F-9 - F-10

Notes to Consolidated Financial Statements	F-11 - F-69

	/s/ Ziv Haft.
	Ziv Haft.
	Certified Public Accountants (Isr.)
	BDO Member Firm