8-K - GPUS - Equibles

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): December 2, 2025

HYPERSCALE DATA, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-12711	94-1721931
(State or other jurisdiction of <br><br>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<br><br> <br>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 December 2, 2025 (the “Closing Date”), Hyperscale Data, Inc., a Delaware corporation (the “Company”), along with its direct and indirect wholly owned subsidiaries Sentinum, Inc. (“Sentinum”) and Alliance Cloud Services, LLC (“ACS” and collectively with Sentinum, the “Guarantors”), entered into a Note Purchase Agreement (the “Agreement”) with JGB Capital, LP, JGB Partners, LP and JGB Capital Offshore Ltd. (collectively, the “Investors”) as well as JGB Collateral, LLC (the “Agent”).

Pursuant to the Agreement, the Company borrowed $12,768,000 from the Investors and issued secured convertible promissory notes to the Investors in such aggregate amount, which includes an original issue discount of $768,000 (collectively, the “Convertible Notes”).

On December 14, 2023, Ault & Company, Inc., an affiliate of the Company (“A&C”), the Company, the Guarantors, Ault Lending, LLC, a subsidiary of the Company (“Ault Lending”), and certain affiliated entities (the “Company Affiliates”) entered into a Loan and Guaranty Agreement (the “Loan Agreement”) with certain of the Investors and an affiliate thereof (collectively, the “Investor Affiliates”). In connection with the entry into the Agreement, the foregoing parties and certain Company Affiliates entered into the Seventh Amendment and Guarantor Joinder to Loan and Guaranty Agreement (the “SeventhAmendment”) with the Investor Affiliates, which Seventh Amendment amended the Loan Agreement.

In addition, ACS and the Agent entered into a Second Priority Future Advance Mortgage (Commercial Property) dated of even date with the Agreement (the “SecondMortgage”), which constitutes a supplement to the Future Advance Mortgage (Commercial Property) dated December 14, 2023 entered into by ACS and the Agent in connection with the Loan Agreement on the real estate property owned by ACS in Dowagiac, Michigan.

Further, in connection with the entry into the Agreement, Ault Lending, ACS and the Agent entered into a Subordination Agreement dated of even date with the Agreement (the “Subordination Agreement”), the purpose of which is to subordinate ACS’ obligation to Ault Lending to that of ACS’ obligation to the Investors.

In connection with the Agreement, the Company, the Agent and a custodian (the “Custodian” and with the Company and the Agent, the “Control Agreement Parties”) shall enter into an Account Control Agreement (the “Control Agreement”) which shall govern the terms of a crypto asset account to be established by the foregoing parties (the “Crypto Account”). Once established, the Company shall deposit Bitcoin having a U.S. dollar value of $15,960,000 therein as collateral for the loans made to the Company under the Agreement and evidenced by the Convertible Notes.

During the period between Closing Date and the establishment of the Crypto Account, the net proceeds from the issuance and sale of the Convertible Notes shall be held in a segregated account (the “Segregated Account”) maintained by the Agent at a commercial bank account at JP Morgan Chase, which Segregated Account is used by the Agent to keep cash collateral posted by the Company in connection with the Loan Agreement. Upon the establishment of the Crypto Account, the execution and delivery by the Control Agreement Parties of the Control Agreement covering such Crypto Account, the Agent shall cause the proceeds from the issuance and sale of the Convertible Notes on deposit in the Segregated Account to be released to the Company. Any interest on such net proceeds from the sale of the Convertible Notes deposited into the Segregated Account shall remain in the Segregated Account and shall be counted towards the Company’s obligations to make contributions to the Segregated Account under the Loan Agreement.

The Agreement contains customary representations, warranties and agreements by the Company, obligations of the parties, termination provisions and closing conditions. The representations, warranties and covenants contained in the Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

Description of the Convertible Notes

The Convertible Notes have a principal face amount of $12,768,000 and bear interest at 12.5% per annum, payable monthly in arrears, pursuant to the terms of the Convertible Notes. The maturity date of the Convertible Notes is November 30, 2027. The Convertible Notes contain standard and customary events of default including, but not limited to, failure to make payments when due under the Convertible Notes, failure to comply with certain covenants contained in the Convertible Notes, or bankruptcy or insolvency of any of the Company or any of its subsidiaries. The Convertible Notes are convertible into shares of the Company’s Class A Common Stock, par value $0.001 per share (the “ConversionShares”) as set forth below.

The conversion price per share in effect on any conversion date shall be equal to the lower of (x) $0.3235 and (y) 85% of the lowest daily volume-weighted average price during the three (3) trading days immediately preceding and including the applicable conversion date, but not less than the Floor Price (the lower of (x) and (y), the “Conversion Price”), where the “Floor Price” is defined as $0.30, subject to adjustment for forward stock splits, stock dividends, stock combinations, recapitalizations or other similar events (but in no event shall the Floor Price be adjusted for reverse stock splits).

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Beginning 120 days after the Closing Date, to the extent that as of the last trading day of any calendar month the Conversion Price is below the Floor Price, then in the subsequent calendar month, the Investors may, by delivering a written notice to the Company, require the Company to redeem up to $250,000 of the outstanding principal of the Convertible Notes during that calendar month .

The Company may, subject to certain conditions met at the time of any prepayment, prepay all, but not less than all, of the outstanding principal and accrued but unpaid interest at any time commencing on the first anniversary of the Closing Date.

Exchange Approval

The Company may not issue Conversion Shares, in accordance with the rules and regulations of the NYSE American, LLC (the “Exchange”) unless the Company first obtains approval by the Exchange therefor.

Registration Rights

As soon as practicable after the Closing Date, and in any event within thirty (30) calendar days of the Closing Date, the Company shall use its reasonable best efforts to file a registration statement on Form S-3 with the Securities Exchange Commission (the “Commission”) providing for the resale by the Investors of the shares of the Conversion Shares (assuming the conversion in full of the Convertible Notes at the Floor Price). The Company shall use its reasonable best efforts to cause such registration to become effective on or prior to the date that shall be 60 calendar day after the Closing Date, and to keep such registration statement effective at all times until no Investor owns any Convertible Notes or Conversion Shares. The Company may not file any other registration statements until the registration statement covering the resale of the Conversion Shares is declared effective by the Commission, except that the foregoing limitations shall not apply with respect to the filing of any registration statement for a customary “at-the-market” offering program.

The foregoing descriptions of the Agreement, the Convertible Notes, the Seventh Amendment, the Second Mortgage and the Subordination Agreement do not purport to be complete and are qualified in their entirety by reference to their respective forms which are annexed hereto as Exhibits 10.1, 4.1, 10.2, 10.3 and

10.4

, respectively, to this Current Report on Form 8-K and are 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 exhibits.

ITEM 2.03	CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OFA 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.

ITEM 3.02	UNREGISTERED SALES OF EQUITY SECURITIES

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 3.02.

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS
(d)	Exhibits:
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Exhibit No.	Description
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4.1	Form of Convertible Note
10.1	Form of Agreement
10.2	Form of Seventh Amendment
10.3	Form of Second Mortgage
10.4	Form of Subordination Agreement
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).

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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: December 2, 2025	/s/ Henry Nisser
	Henry Nisser<br><br> <br>President and General Counsel

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Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES INTOWHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANYSTATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANTTO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCEWITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICHSHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGEDIN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: December 2, 2025	Original Principal Amount: $_____________

12.5% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE DECEMBER 2,2027

THIS 12.5% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Hyperscale Data, Inc., a Delaware corporation (the “Company” or the “Issuer”), having its principal place of business at 11411 Southern Highlands Pkwy, Suite 190, Las Vegas, NV 89141, designated as its 12.5% Senior Secured Convertible Promissory Note due December 2, 2027 (the “Note”).

FOR VALUE RECEIVED, the Company promises to pay to [the lender] or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $6,109,831.00, and any other sums due hereunder on December 2, 2027 (the “Maturity Date”), or such earlier date as this Note is required to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is subject to the following additional provisions:

**Section 1. Definitions.**For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Note Purchase Agreement and (b) the following terms shall have the following meanings:

“Buy-In” shall have the meaning set forth in Section 4(c)(v).

“Changeof Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” other than Ault & Company, Inc., or a successor thereto (as described in Rule 13d- 5(b)(l) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Company (other than by means of conversion of the Note), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than fifty-one percent (51%) of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than fifty-one percent (51%) of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

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“CompanyRedemption Premium” means an amount equal to 10% of the principal amount of the Convertible Secured Note so redeemed.

“ConversionDate” shall have the meaning set forth in Section 4(a).

“ConversionPrice” shall have the meaning set forth in Section 4(b).

“DTC” means the Depository Trust Company.

“DWAC” means Deposit Withdrawal at Custodian as defined by the DTC.

“EquityConditions” means, during the period in question, (a) a registration statement registering the resale of all shares of Common Stock issued, issuable or required to be issued pursuant to this Note has been filed by the Company and has been declared effective by the Commission or is automatically effective and is available for use by the Holder, (b) the shares of Common Stock are listed and/or trading on a Trading Market (and the Company reasonably believes that the listing and/or trading in the Common Stock on the Trading Market will continue for the foreseeable future) and all shares of Common Stock issued, issuable or required to be issued pursuant to this Note are listed or quoted (or approved for such listing or quotation, subject to notice of issuance) for trading on such Trading Market and the issuance of such shares of Common Stock pursuant to this Note would not violate the rules and regulations of any such Trading Market, (c) the number of shares of Common Stock that may be issued out of the Company’s authorized and unissued shares of Common Stock is sufficient for the issuance or delivery of all of the shares then issuable or deliverable pursuant to the Note Documents, (d) there is no existing Event of Default and no existing event which, with the expiration of a cure period or the giving of notice, would constitute an Event of Default, (e) the Holder is not in possession of any information provided by or on behalf of the Company that constitutes, or may constitute, material non-public information, (f) the shares of Common Stock are eligible for electronic transfer through the facilities of DTC (and not subject to “chill”) and (g) the VWAP for the Common Stock is at least 130% of the Floor Price then in effect.

“ExemptIssuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, advisors or independent contractors of the Company issued pursuant to a Company’s equity incentive plan and reserved for such purpose or otherwise as compensation for services provided to the Company, (b) the Conversion Shares issued hereunder and any Common Stock or other securities issued upon the conversion, exercise, or exchange of any Conversion Shares issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding or permitted to be acquired by a purchaser under presently existing agreements on the date of this Note, provided that such other securities are not amended after the date hereof to decrease the exercise price thereof or increase the number of shares of Common Stock into which such securities are exercisable, convertible or exchangeable, (c) shares of Common Stock with respect to which the Holder has waived its anti-dilution rights, and (d) shares of Common Stock issued pursuant to the Company’s present or future at-the-market sales offerings.

“FloorPrice” means $0.30, subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events (but in no event shall the Floor Price be adjusted for reverse stock splits).

“FundamentalTransaction” means (a) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (b) the Company, directly or indirectly, effects any sale, lease, exclusive license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (c) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (d) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (e) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or Affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination).

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“MandatoryDefault Amount” means the payment of 110% of the outstanding principal amount of this Note and accrued and unpaid interest hereon, in addition to the payment of all other amounts, costs, expenses and liquidated damages due in respect of this Note.

“Note PurchaseAgreement” means that certain Note Purchase Agreement entered into by the Issuer, the Guarantors party thereto, and the Purchasers of even date herewith pursuant to which this Note has been issued.

“Note Register” shall have the meaning set forth in Section 2(c).

“Noticeof Conversion” shall have the meaning set forth in Section 4(a).

“OriginalIssue Date” means the date of the first issuance of the Note, regardless of any transfers of any Note and regardless of the number of instruments which may be issued to evidence such Note.

“PurchaseRights” shall have the meaning set forth in Section 5(d).

“RequiredMinimum” means a number of shares of Common Stock issuable upon conversion of this Note in full at the Floor Price.

“SecuritiesAct” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ShareDelivery Date” shall have the meaning set forth in Section 4(c)(ii).

“TradingDay” means a day on which the principal Trading Market is open for trading.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

Section 2.	Payments.

(a) Payments. The Company shall pay principal and interest on this Note at such times, and at the rates and in the amounts, as set forth in the Note Purchase Agreement.

(c) Note Register. All payments of principal and interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note Register”).

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(a) Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.

(b) Investment Representations. This Note has been issued subject to certain investment representations of the original Holder set forth in the Note Purchase Agreement and may be transferred or exchanged only in compliance with the Note Purchase Agreement and applicable federal and state securities laws and regulations.

(c) Reliance on Note Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

Section 4.	Conversion.

(a) Voluntary Conversion. Provided that the Issuer has received NYSE Approval, at any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, andany assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversionof a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof.

(b) Conversion Price. The conversion price per share in effect on any Conversion Date shall be equal to the lower of (x) $0.3235 (the “FixedConversion Price”) and (y) 85% of the lowest daily VWAP during the three (3) Trading Days immediately preceding and including the Conversion Date, but not less than the Floor Price (the lower of (x) and (y), the “Conversion Price”).

i. Conversion Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note to be converted and the accrued and unpaid interest thereon by (y) the Conversion Price.

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ii. Delivery of Certificate Upon Conversion. Not later than one (1) Trading Day after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing the Conversion Shares which, on or after the six (6)-month anniversary of the Original Issue Date or as otherwise set forth in Section 5.12(c) of the Note Purchase Agreement, shall be free of restrictive legends and trading restrictions representing the number of Conversion Shares being acquired upon the conversion of this Note. Except in the case of any certificate or certificates bearing a restrictive legend in accordance with the Note Purchase Agreement, all certificate or certificates required to be delivered by the Company under this Section 4(c) shall be delivered electronically through the DTC or another established clearing corporation performing similar functions free and clear of any restrictive legends.

iii. Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

iv. Obligation Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal or accrued interest amount hereof, the Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the outstanding principal amount of this Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In the absence of such injunction, the Company shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. If the Company fails for any reason to deliver to the Holder such certificate or certificates pursuant to Section 4(c)(ii) by the Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of principal amount being converted, $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5^th^) Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Notwithstanding the foregoing, the maximum amount of liquidated damages that must be paid by the Company pursuant to this Section 4(c)(iv) shall be an amount equal to ten percent (10%) of the aggregate principal amount being converted. Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default hereof for the Company’s failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any of such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

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v. Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 4(c)(ii). and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of this Note with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.

vi. Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 100% of the Required Minimum for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Note), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

vii. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

viii. Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

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(d) Holder’s Conversion Limitations. The Company shall not effect any conversion of principal and/or interest of this Note, and a Holder shall not have the right to convert any principal and/or interest of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Nute is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two (2) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial OwnershipLimitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Note held by the Holder. The Holder, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(e) shall continue to apply. Any such increase or decrease will not be effective until the sixty-first (61^st^) day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.

Section 5.	Certain Adjustments.

(a) Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a Distribution or Distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Note), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Fixed Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such Distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. Notwithstanding the foregoing, in no event shall any Holder be entitled to receive a distribution of any Class B Common Stock of the Company.

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(b) Reserved.

(d) Subsequent Rights Offerings. If at any time while the Note is outstanding the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

(e) Pro Rata Distributions. During such time as this Note is outstanding, if the Company shall declare or make any dividend or other Distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any Distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). For the avoidance of doubt, as set forth in Section 5(a) hereof, notwithstanding the foregoing, in no event shall any Holder be entitled to receive a distribution of any Class B Common Stock of the Company.

(f) Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued and outstanding.

(g) Notice to the Holder.

i. Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Conversion by Holder. If (A) the Company shall declare a Distribution on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such Distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such Distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert this Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

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(h) Fundamental Transaction. If, at any time while this Note is outstanding, the Company effects a Fundamental Transaction pursuant to which the Common Stock is exchanged for, converted into, or represents solely the right to receive any other securities, cash or other property (such transaction, a “Common Stock Change Event,” and such other securities, cash or property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one share of Common Stock would be entitled to receive on account of such Fundamental Transaction (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then, notwithstanding anything herein to the contrary, upon any conversion of this Note on or after the effective date of such Fundamental Transaction, each Note Share issuable hereunder will be payable hereunder in Reference Property determined in the same manner as if each reference to any number of shares of Common Stock herein (including in any definitions) were instead a reference to the same number of Reference Property Units. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the composition of the Reference Property Unit will be deemed to be the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company shall, if applicable, cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Note in accordance with the provisions of this Section 5(h) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in exchange for this Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note which is convertible for a corresponding number of Reference Property Units within five Business Days of such Fundamental Transaction. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall, if applicable, succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the other Note Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Note Documents with the same effect as if such Successor Entity had been named as the Company herein. For the avoidance of doubt, nothing in this Section 5(h) shall be deemed implied consent to any Fundamental Transaction otherwise prohibited by the Note Documents.

Section 6.	Events of Default.

(a) “Event of Default” shall have the meaning given in Section 8.01 of the Note Purchase Agreement and such Section 8.01 of the Note Purchase Agreement is incorporated herein by reference.

(b) Remedies Upon Event of Default. If any Event of Default occurs, then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount; provided, upon, an Event of Default under Section 8.01(a) of the Note Purchase Agreement the then the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof shall automatically, without notice or action by the Holder, become immediately due and payable. Upon the payment in full of the Mandatory Default Amount, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section 6(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. If the Company fails to pay in full the Mandatory Default Amount hereunder on the date such amount is due in accordance with this Section 6(b), the Company will pay interest thereon at a rate equal to the lesser of 1.4583% per month (17.5% per annum) or the maximum rate permitted by applicable law, accruing from such date until the Mandatory Default Amount plus all such interest thereon, is paid in full.

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Section 7. Redemption atthe Option of the Company. Subject to the provisions of this Section 7, at any time on or after the first anniversary of the Original Issue Date of this Note, the Company may, provided that the Equity Conditions are satisfied, deliver a notice to the Holder (a “CompanyRedemption Notice” and the date such notice is deemed delivered hereunder, the “Company Redemption Notice Date”) of its irrevocable election to prepay all, but not less than all, of the then outstanding principal amount of this Note for cash in an amount equal to the entire outstanding principal amount of this Note, all accrued and unpaid interest hereunder, the Company Redemption Premium and all other amounts due and payable hereunder (the “Company Redemption Amount”) on the thirtieth (30^th^) Trading Day following the Company Redemption Notice Date (such date, the “Company Redemption Date”, such thirty (30) Trading Day period, the “Company Redemption Period”). The Company Redemption Amount shall be due and payable in full in cash (by wire transfer of immediately available funds to the account of the Holder) on the Company Redemption Date. Notwithstanding the foregoing, if the Equity Conditions cease to be satisfied on any Trading Day during the Company Redemption Period (subject to the proviso below), then, at the option of the Holder, the Company Redemption Notice may be deemed void ab initio, withdrawn and of no force and effect. The Company covenants and agrees that it will honor all Notices of Conversion tendered by the Holder at any time, and from the time, after the delivery of the Company Redemption Notice through the date all amounts owing thereon are due and paid in full. The Company will, concurrently with the delivery of the Company Redemption Notice to the Holder, publicly announce its intention to prepay this Note by means of a press release. Notwithstanding anything herein contained to the contrary, if any portion of the Company Redemption Amount remains unpaid after the Company Redemption Date (other than as otherwise converted at the election of the Holder) then the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such redemption, ab initio, solely with respect to the portions of Company Redemption Amount not paid. For the avoidance of doubt, the Holder may elect to convert all or a portion of the outstanding principal amount of this Note, at any time, and from time to time, pursuant to Section 4 prior to actual payment in cash of the Company Redemption Amount under this Section 7 by the delivery of one or more Notices of Conversion to the Company. For the avoidance of doubt, the Company may not redeem or prepay all or any portion of this Note except as set forth in this Section 7.

Section 8. Miscellaneous.

(a) Notices. All notices shall be delivered in accordance with Article XII of the Note Purchase Agreement.

(b) Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued but unpaid interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company.

(c) Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.

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(d) Governing Law. Article XIII of the Note Purchase Agreement is incorporated herein by reference and made a part hereof.

(e) Waiver. Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver by the Company or the Holder must be in writing.

(f) Severability. Article XIX of the Note Purchase Agreement is incorporated herein by reference and made a part hereof.

(g) Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Note Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note.

(h) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(i) Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.

(j) Secured Obligation. The obligations of the Company under this Note are secured by all assets of the Company pursuant to the Note Purchase Agreement and the other Note Documents.

(k) Note Document. This Note is one of the Note Documents referred to in the Note Purchase Agreement and evidences the loan made pursuant thereto. The terms and provisions of the Note Purchase Agreement are incorporated herein by reference and made a part hereof.

*********************

(Signature Page Follows)

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

HYPERSCALE DATA, INC.
By:
	Name: William B. Horne
	Title: Chief Executive Officer
Email for delivery of Notices:
Will@ault.com

| Exhibit A -12 |

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ANNEX A

NOTICE OF CONVERSION

The undersigned hereby elects to convert principal under the 12.5% Senior Secured Convertible Promissory Note due December 2, 2027, of Hyperscale Data, Inc., a Delaware corporation (collectively, the “Company”), into shares of Class A common stock, par value $0.001 per share, of the Company (the “Common Stock”) according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.

The undersigned agrees to comply with applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock.

Conversion Information

Date to Effect Conversion: _______________________________

Outstanding Principal: _______________________________

Outstanding Interest: _______________________________

Principal Amount of Note to be Converted: ___________________

Interest Amount of Note to be Converted: ___________________

Conversion Price: $_________________

Conversion Shares to be issued: _______________

Total Shares of Common Stock to be Issued:

Outstanding Principal After Conversion: ___________________

Outstanding Interest After Conversion: ___________________

DWAC Instructions	Physical Delivery
Broker: DTC#:
Account:
Issue to: Address:
Account Name:
Entity Name:
Signatory Name:
Title:
Signature:

Exhibit 10.1

NOTE PURCHASE AGREEMENT

dated as of December 2, 2025

among

HYPERSCALE DATA, INC.

as the Issuer,

The Guarantors party hereto, as Guarantors

and

JGB Capital, LP

JGB Partners, LP and JGB Capital Offshore Ltd.,

as the Purchasers

NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT (this “Agreement”) made as of December 2, 2025 (the “Execution Date”), by and among, (i) Hyperscale Data Inc. (the “Issuer” or “Company”), (ii) Alliance Cloud Services, LLC, a Delaware limited liability company (“Alliance Cloud”), and Sentinum, Inc., a Nevada corporation (“Sentinum” and together Alliance Cloud, the “Guarantors” and each a “Guarantor”), (iii) JGB Capital, LP, as Delaware limited partnership, JGB Partners, LP, a Delaware limited partnership, and JGB Capital Offshore Ltd., a Cayman Islands exempted company (collectively, the “Purchasers” and each a “Purchaser”) and JGB Collateral, LLC, as administrative agent and collateral agent for the Purchasers (the “Agent”).

RECITALS:

WHEREAS, capitalized terms used in these recitals shall have the meaning ascribed thereto in Section 1.01;

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below) and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Article I

DEFINITIONS AND RULES OF INTERPRETATION.

Section 1.01 Definitions. The following terms shall have the meanings set forth in this Section 1.01 or elsewhere in the provisions of this Agreement referred to below:

Account Control Agreement. The account control agreement entered into among the custodian for the Crypto Asset Account, as intermediary, the Agent, as secured party, and the Issuer, as pledgor, pursuant to which Agent, as collateral agent for the Purchasers, obtains control (within the meaning of Article 9 of the UCC) over the Crypto Asset Account and the Bitcoin custodied therein, in substantially the form of Schedule 5.11(b) or another form acceptable to the Agent.

Action. See Section 4.07.

Affiliate. Any Person that would be considered to be an affiliate of the Company as defined in Rule 405 promulgated under the Securities Act.

Agent. Has the meaning given such term in the preamble.

Agreement. Has the meaning given such term in the preamble.

Bankruptcy Code. The Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. §§ 10l-1330.

Bankruptcy Event. Shall mean any of the following events: (a) the Company or any Subsidiary thereof commences a case or other proceeding under the Bankruptcy Code or any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Subsidiary thereof, (b) there is commenced against the Company or any Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Company or any Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company or any Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Company or any Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Company or any Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, (g) the Company or any Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing, or (h) the Company or any Subsidiary admits in writing its inability, or is otherwise unable, to pay its debts generally as they become due.

Bitcoin. The Crypto commonly known as Bitcoin.

Board of Directors. The Board of Directors of the Issuer.

Business Day. Any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close.

Change of Control Transaction. Has the meaning given in the Notes.

Closing Date. The first date on which the conditions set forth in Article VII have been satisfied and the Notes are issued by the Company to the Purchasers against payment therefor.

Code. The Internal Revenue Code of 1986.

Collateral. The meaning set forth in Section 3.01(a).

Commission. The U.S. Securities and Exchange Commission.

Common Stock. The Class A common stock, par value $0.001 per share, of the Issuer.

Common Stock Equivalent. Any securities of the Company or any Subsidiary which would entitle the holder thereof to acquire, at any time, shares of Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is, at any time, convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock or other securities that entitle the holder to receive, directly or indirectly, shares of Common Stock.

Company or Issuer. As defined in the preamble hereto.

Conversion Rights. Shall mean those rights permitted to the Purchasers under Section 4 of the Convertible Secured Notes. As set forth in the Convertible Secured Notes, these rights permit the Purchasers to convert the obligations due under the Note for Common Stock.

Conversion Shares. Shall mean the shares of Common Stock issued or issuable upon conversion of the Convertible Secured Notes.

Convertible Secured Notes. Shall mean the Convertible Secured Notes in the aggregate principal amount of $12,768,000 maturing on November 30, 2027, in substantially the form attached hereto as Exhibit A.

Crypto. Shall mean any blockchain-based digital asset, cryptocurrency or other crypto asset, whether or not denominated in U.S. dollars or another currency and whether or not deemed to be a “security” under Section 2(a)(1) of the Securities Act, including, without limitation, Bitcoin; provided that “Crypto” does not include the underlying software or protocol governing transfers of digital representations of value; provided further that Crypto shall not include any legal tender of the United States.

Crypto Asset Account. Shall mean a digital asset to be established with Gemini Trust Company LLC, as custodian, as contemplated by Section 5.11, and all sub-accounts thereof and any account which is a replacement or substitute for any of such accounts, together with all Bitcoin, Crypto, financial assets, digital assets, cryptocurrency, controllable accounts, controllable electronic records, controllable payment intangibles, electronic chattel paper, electronic documents and Money held therein.

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Current Subsidiary. Shall mean any Person in which the Company on the date of this Agreement, directly or indirectly, (i) owns no less than a majority of the outstanding issued share capital or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, Current Subsidiaries.

December 2023 Loan Agreement. Has the meaning given in Section 5.11(b).

Default. See Section 8.01.

Disqualified Stock. Means, with respect to any person, any equity interests of such person that, by its terms (or by the terms of any security or other equity interests into which it is convertible or for which it is exchangeable) or upon the happening of any event or condition (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (except as a result of a Change of Control Transaction so long as any rights of the holders thereof upon the occurrence of a Change of Control Transaction shall be subject to the prior repayment in full of the Notes), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock.

Dollars or $. Dollars in lawful currency of the United States of America.

Effective Date. Means the earliest of the date that (a) the initial Resale Registration Statement has been declared effective by the Commission, (b) all of the Securities have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (c) following the one year anniversary of the Closing Date provided that a holder of the Securities is not an Affiliate of the Company or (d) all of the Securities may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and counsel to the Company has delivered to the Transfer Agent a standing written unqualified opinion that resales may then be made by such holders of the Securities pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders

Employee Benefit Plan. Any employee benefit plan within the meaning of Section 3(3) of ERISA maintained or contributed to by any Issuer or any ERISA Affiliate.

ERISA. The Employee Retirement Income Security Act of 1974.

ERISA Affiliate. Any Person which is treated as a single employer with the Issuer under Section 414 of the Code.

Event of Default. See Section 8.01.

Exchange Act. The U.S. Securities Exchange Act of 1934, as amended.

Generally accepted accounting principles or GAAP. Principles that are (i) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time, and (ii) consistently applied with past financial statements of the Issuer adopting the same principles, provided that in each case referred to in this definition of “generally accepted accounting principles” a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally accepted accounting principles) as to financial statements in which such principles have been properly applied.

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Governmental Body means any federal, state, local or foreign government, any political subdivision thereof or any court or tribunal, administrative or regulatory agency, department, ministry, instrumentality, body or commission or other Government Body or agency, or arbitral body or arbitrator or any self-regulated organization, public international governmental organization or supranational union, or other non-governmental regulatory authority or quasi-Government Body (to the extent that the rules, regulations or orders of such organization or authority have the force of law).

Governmental Order means any order, injunction, judgment, doctrine, decree, ruling, writ, stipulation, determination, assessment or arbitration award of a Governmental Body.

Guarantor and Guarantors. Has the meaning given such terms in the preamble.

Highest Lawful Rate. The maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to the Purchasers which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow.

Indebtedness. Indebtedness of a Person shall include (a) all obligations for borrowed money or the deferred purchase price of property or services (excluding trade credit or accounts payable incurred in the ordinary course of business that are not past due), (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, surety bonds, bankers acceptances, current swap agreements, interest rate hedging agreements, interest rate swaps or other financial products, (c) all capital lease obligations, (d) all obligations or liabilities secured by a Lien on any asset of such Person, irrespective of whether such obligation or liability is assumed by such Person, (e) Disqualified Stock, (f) any obligation arising with respect to any other transaction that is the functional equivalent of borrowing but which does not constitute a liability on the balance sheets of such Person (such as merchant cash advances) and (g) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse) any of the foregoing obligations of any other Person.

Initial Bitcoin Deposit. Has the meaning given in Section 5.11(a).

Insurance. All insurance policies covering any or all of the Collateral (regardless of whether the Agent is the loss payee thereof).

Law means any federal, state, provincial, local or foreign laws, statutes, rules, treaties, common laws, codes, regulations, ordinances or Governmental Orders of, or enacted, adopted, promulgated, issued or enforced by, any Governmental Body.

Legal Proceeding means any judicial, administrative or arbitral action, suit, mediation, charge, investigation, inquiry, proceeding, demand, complaint or claim (including any counterclaim) by or before a Governmental Body.

Material Adverse Effect. A material adverse effect on (a) the Property, business, operations and/or financial condition of the Note Parties, taken as a whole, in each case, (b) the validity or enforceability of the Note Documents, (c) the rights and remedies of the Purchasers or the Agent under the Note Documents or (d) timely payment of the principal of or interest on the Notes or other amounts payable in connection with the Notes or the other Note Documents when due.

Maturity Date. The Notes will be due and payable on November 30, 2027.

Michigan Mortgage. The Second Lien Mortgage of even date herewith, by and between Alliance Cloud and the Agent, dated the date hereof, with respect to the Michigan Property as security for the Obligations.

Michigan Property. The parcel of real property identified in the Michigan Mortgage and all improvements thereon (but, for the avoidance of doubt, not including any Bitcoin machines owned by Sentinum located therein).

Money. “Money” as defined in the UCC.

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New Subsidiary. Shall mean any Person in which the Company after the date of this Agreement, directly or indirectly, (i) owns no less than a majority of the outstanding issued share capital or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, New Subsidiaries.

Notes. Shall be synonymous with Convertible Secured Notes defined above.

Note Documents. This Agreement, the Note, the Michigan Mortgage, the Account Control Agreement and any other documents evidencing the transactions contemplated hereby and any modifications, amendments or replacements hereto or to any other Note Document.

Note Parties. Means the Issuer and each Guarantor.

NYSE Approval. Means receipt of all approvals from the Principal Market necessary for the issuance of Conversion Shares upon conversion in full of the Notes in accordance with the terms thereof (disregarding for these purposes any limitations on conversion set forth therein).

Obligations. All Indebtedness, obligations and liabilities of the Note Parties to the Purchasers arising or incurred under this Agreement, the Notes or any of the other Note Documents.

Original Principal Amount. Shall mean, as to each Purchaser, the amounts set forth below such Purchaser’s signature block on the signature pages hereto next to the heading “Original Principal Amount” of Convertible Secured Notes purchased by such Purchaser, which shall equal $12,768,000 in the aggregate.

Person. Any individual, corporation, partnership, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof.

Principal Market. The NYSE American, LLC.

Principal Amount. Shall mean, as of any date, the principal amount of the Notes outstanding on such date.

Proceeds. (i) all “proceeds” as defined in Article 9 of the UCC, and (ii) whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary.

Property. Any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

SEC Reports. See Section 4.20

Securities. Means the Notes and Conversion Shares.

Segregated Account. Has the meaning given in Section 5.11(b).

Short Sales. Means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

Subscription Amount. Shall mean, as to each Purchaser, the aggregate amount to be paid for the Convertible Secured Note purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading Subscription Amount in immediately available funds. The aggregate Subscription Amount shall be $12,000,000.00.

Subsidiaries. Shall mean, as of any date of determination, collectively, all Current Subsidiaries and all New Subsidiaries, and each of the foregoing, individually, a Subsidiary.

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Trading Market. The New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market and the Principal Market.

Transfer Agent. Means Computershare Trust Company, N.A.

Section 1.02 Rules of Interpretation.

(i) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement.

(ii) The singular includes the plural and the plural includes the singular.

(iii) Any reference to gender includes references to all genders, as applicable.

(iv) A reference to any law includes any amendment or modification to such law.

(v) A reference to any Person includes its permitted successors and permitted assigns.

(vi) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis.

(vii) The words “include,” “includes” and “including” are not limiting.

(viii) All terms not specifically defined herein or by generally accepted accounting principles, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein, with the term “instrument” being that defined under Article 9 of the Uniform Commercial Code.

(ix) Reference to a particular “Section” refers to that section of this Agreement unless otherwise indicated.

(x) The words “herein,” “hereof,” “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement.

Article II

THE Notes

Section 2.01 Purchase and Sale of the Notes. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase from the Company, the Notes in the aggregate Original Principal Amount of $12,768,000. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Notes in the appropriate Original Principal Amount, and the Company and each Purchaser shall deliver the other items set forth in Article VII deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth Article VII, the Closing shall occur at the offices of Haynes and Boone, LLP, as counsel to the Purchasers, or such other location as the parties shall mutually agree

Section 2.02 Interest on the Notes.

(a) The Principal Amount of the Notes shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof at the rate of twelve and a half percent (12.50%) per annum.

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(b) Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed in the period during which it accrues. In computing interest on the Principal Amount of the Notes, the Closing Date and the date of payment of any principal shall be included in such computation.

(c) Interest on the Principal Amount of the Notes shall be due and payable in cash monthly on the last Business Day of each calendar month (the “Interest Payment Date”), provided, that if any Notes have been converted during the applicable interest period and, as a result thereof, it would be impractical for the Issuer to calculate the amount of interest due on the applicable Interest Payment Date, then the Interest Payment Date may be postponed to the third (3^rd^) Business Day after such applicable Interest Payment Date.

(d) Upon the occurrence and during the continuance of an Event of Default, the Principal Amount of the Notes and, to the extent permitted by applicable law, any interest payments thereon or any fees or other amounts owed under any Note Document not paid when due, in each case whether at stated maturity, by notice of prepayment, by acceleration or otherwise, shall thereafter bear interest payable on demand at a rate that is five percent (5%) per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Notes (or, in the case of any such fees and other amounts, at a rate which is five percent (5%) per annum in excess of the interest rate otherwise payable hereunder). Payment or acceptance of the increased rates of interest provided for in this Section 2.02(d) 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 of the Purchasers.

Section 2.03 Maturity. Issuer promises to pay on the Maturity Date, and there shall become absolutely due and payable on the Maturity Date, all of the Principal Amount of the Notes, together with any and all accrued and unpaid interest thereon and fees and expenses of the Purchasers, including without limitation, the fees and expenses of its legal counsel, and any other Obligations. The Principal Amount of the Notes may not be prepaid prior to the Maturity Date other than as set forth in Section 7 of the Note.

Section 2.04 Mandatory Repayment Upon an Event of Default. Upon the occurrence of an Event of Default, at the election of the Purchasers, the Notes shall become immediately due and payable in full (including all accrued and unpaid interest thereon, fees and expenses of the Purchasers, including without limitation, the fees and expenses of its legal counsel, and all other Obligations under the Note Documents); provided that, upon any Event of Default under Section 8.01(a), the Notes shall automatically become due and payable without any action or notice required by the Purchasers.

Section 2.05 Funds for Payments. All payments of principal, interest and any other amounts due hereunder or under any of the other Note Documents shall be made on the due date thereof to each Purchaser in Dollars by wire transfer of immediately available funds no later than 4:00 p.m. (New York time).

Section 2.06 No Offset, etc. All payments made by the Issuer under this Agreement, the Note and the other Note Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Government Body, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on a Purchaser as a result of a present or former connection between such Purchaser and the jurisdiction of the Government Body imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Purchaser having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement, any Note or any other Note Document).

Section 2.07 Note. The repayment of the Notes shall be subject to the other terms and conditions set forth in the Notes, which are incorporated herein by reference and made a part hereof.

Section 2.08 OID. The Note Parties acknowledge and agree that Notes have been issued with an original issue discount of $768,000, which is compensation to the Purchasers for the foregone use of money and not a fee for services. Such original issue discount is fully earned by the Purchasers on the Closing Date and non-refundable.

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Section 2.09 NYSE Approval. In the event that the NYSE Approval has not been received by the date that is 120 days after the Closing Date, the Holders shall have the right, exercisable at their option each month by delivering written notice to the Issuer, to require the Issuer to make monthly repayments of principal of the Notes in an amount of up to $250,000 per month. In addition, in the event that the NYSE Approval has not been received by the date that is 120 days after the Closing Date, then on the Maturity Date in addition to the repayment of all of the obligations, the Issuer shall be required to pay the Holders an additional amount equal to $1,276,800.00.

Section 2.10 Amortization. Beginning 120 days after the Closing Date, to the extent that as of the last Trading Day (as defined in the Notes) of any calendar month the Conversion Price is below the Floor Price, then in the subsequent calendar month, the Purchasers may, by delivering a written notice to the Company, require the Company to redeem up to $250,000 of the outstanding principal of the Note during that calendar month.

Article III

SECURITY AGREEMENT

Section 3.01 Liens.

(a) Collateral. To secure the Obligations, each Note Party hereby grants to the Agent (on behalf and for the benefit of Purchasers) a security interest and continuing lien on all of Issuer’s right, title and interest in, to and under the Crypto Asset Account, all Crypto and the Michigan Mortgage, all books and records relating to the foregoing, and all Proceeds related to the foregoing (the “Collateral”).

(b) The Liens granted to the Agent pursuant to this Agreement shall be perfected by: (i) filing a UCC Financing Statement with the applicable Secretary of State; (ii) the entry into the Account Control Agreement and (iii) such other instruments and agreements requested by the Agent from time to time (which will be called the “Security Documents”). Each Note Party hereby authorizes Purchasers to file in the appropriate filing offices one or more financing statements describing the collateral as “all Crypto, Debtor’s Crypto Asset Account and Michigan Property as Herein Identified and all Proceeds of the foregoing” or terms of similar effect. Each Note Party shall execute and deliver to the Purchasers all such financing statements, notices and other documents as the Agent may reasonably request to evidence, confirm, validate, perfect or ensure the contemplated priority of the Liens granted to the Agent hereunder.

Section 3.02 Intentionally Omitted.

Section 3.03 Michigan Mortgage. The Obligations shall also be secured by a continuing security interest and mortgage in the Michigan Property pursuant to the Michigan Mortgage. Notwithstanding the foregoing, the 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 Agent in the Michigan Property upon the redemption of not less than $5,000,000 of Principal Amount of the Notes pursuant to Section 7 of the Notes or, alternatively, delivery of $5,000,000 into a “sinking fund” under the control of the Agent.

Article IV

REPRESENTATIONS AND WARRANTIES

Each Note Party represents, warrants and covenants to the Purchasers as follows:

Section 4.01 Corporate Authority. (a) Each Note Party (a) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its state of incorporation or formation, (b) has the requisite corporate power and authority to effect the transactions contemplated hereby and by the other Note Documents, (c) has all requisite corporate power and authority and the legal right to own, pledge, mortgage and operate its properties and to conduct its business as now or currently proposed to be conducted, and (d) is in good standing as a foreign corporation or partnership, as the case may be, and is duly authorized to do business in each jurisdiction where such qualification is necessary except where a failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

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(b) Authorization. The execution, delivery and performance of this Agreement and the other Note Documents to which each Note Party is or is to become a party and the transactions contemplated hereby and thereby (a) are within the corporate or limited liability company authority of such Note Party, (b) has been duly authorized by all necessary corporate or limited liability company proceedings, does not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which each Note Party is subject or any judgment, order, writ, injunction, license or permit applicable to such Note Party, the violation of which would have a Material Adverse Effect, does not conflict with any provision of the corporate charter or bylaws of, or any agreement or other instrument binding upon, each such Note Party, (e) does not result in or require the creation or imposition of any Lien upon any of the Property of each Note Party other than the Liens granted pursuant to this Agreement and the other Note Documents and (f) does not require the consent, authorization by or approval of or notice to or filing or registration with any Government Body.

(c) Enforceability. The execution and delivery of this Agreement and the other Note Documents will result in valid and legally binding obligations of each Note Party thereto and enforceable against it in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Section 4.02 Governmental Approvals. The execution, delivery and performance by each Note Party of this Agreement and the other Note Documents to which each Note Party is or is to become a party and the transactions contemplated hereby and thereby do not require the approval or consent of, or filing with, any Governmental Body other than those already obtained and are not in violation of any municipal or other local law, ordinance or federal, state or local governmental rule or regulation relating to the occupancy or operation of any of such Note Party’s businesses, which violation would have a Material Adverse Effect.

Section 4.03 Intentionally Omitted.

Section 4.04 Responsibility, Anti-Corruption, and Anti-Bribery Laws. Each Note Party and its officers, directors, managers, employees and any other Person acting on behalf of the Company, have not violated any provision of the U.S. Bribery and Gratuities Statute (18 U.S.C. § 201(b)), the Foreign Corrupt Practices Act, the Laws promulgated, monitored or enforced by the U.S. Office of Foreign Assets or any other applicable anti-bribery or anti-corruption Laws; (b) made any unlawful political contribution or established or maintained any unlawful or unreported funds; (c) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to (i) any individual holding a legislative, administrative or judicial position of any kind, (ii) any officer, employee or any other individual acting in an official capacity for any Governmental Body, or (iii) any political party or official thereof or any candidate for political office (individually and collectively, a “Government Official”), in each case, while knowing that all or a portion of such money or thing of value would be offered, given or promised to any Government Official, in each case for the purpose of assisting a Note Party in obtaining or retaining business or a business advantage for or with, directing business to a Note Party, or securing any improper advantage for a Note Party; or (d) established or maintained any fund or asset with respect to a Note Party that has not been recorded on the books and records of such Note Party.

Section 4.05 No Default. No Default or Event of Default exists.

Section 4.06 Patents, Copyrights, etc. Each Note Party possesses all patents, copyrights, trademarks, trade names, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of their business substantially as now conducted without known conflict with any rights of others.

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Section 4.07 Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation of any nature pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, the Principal Market, Governmental Body or self-regulatory organization (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Note Documents or the Securities, or (ii) would, have or reasonably be expected to result in a Material Adverse Effect. Except as set forth in the SEC Reports, none of the Company, any Subsidiary, or any current director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty during the six (6) years preceding the Execution Date. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by a Government Body involving the Company or, to the knowledge of the Company, any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act

Section 4.08 No Materially Adverse Contracts, etc. Each Note Party is not subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation that has or is expected in the future to have a Material Adverse Effect. No Note Party is a party to any contract or agreement that has or is expected, in the judgment of the Note Party’s officers, to have a Material Adverse Effect.

Section 4.09 Tax Status. Each Note Party (a) has made or filed all federal, national, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which any of them is subject, (b) except for property taxes, has paid all taxes and other governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and by appropriate proceedings and (c) has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. With the exception of property taxes, there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of each Note Party know of no basis for any such claim.

Section 4.10 Certain Transactions. Except for arm’s length transactions pursuant to which the Note Parties make payments in the ordinary course of business upon terms no less favorable than each Note Party could obtain from third parties, none of the officers, directors, or employees of each Note Party is presently a party to any transaction with each Note Party (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of each Note Party, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

Section 4.11 Employee Benefit Plans. Except as would not reasonably be expected to result in a Material Adverse Effect, the Note Parties are in compliance with all laws, rules and regulations related to employee benefits and labor and employment matters, including ERISA.

Section 4.12 Use of Proceeds. No portion of any proceeds from the sale of the Notes is to be used for the purpose of purchasing or carrying any “margin security” or “margin stock” as such terms are used in Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224. For the avoidance of doubt, nothing herein shall prevent the Issuer from using proceeds from the sale of the Notes to purchase Bitcoin.

Section 4.13 Intentionally Omitted.

Section 4.14 Disclosure. To the best of each Note Party’s knowledge, all factual information (other than financial projections) furnished by the Note Parties, including without limitation, all representations and warranties made by the Note Parties in this Agreement or in any agreement, instrument, document, certificate, statement or letter furnished to the Purchasers by or on behalf of the Note Parties in connection with any of the transactions contemplated by any of the Note Documents, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances in which they are made.

Section 4.15 Insurance. Each Note Party maintains and will use their best efforts to continue to maintain through the final payment in full of the Obligations with financially sound and reputable insurers insurance with respect to its properties and businesses, including directors and officers insurance, against such casualties and contingencies as are in accordance with general practices and businesses engaged in similar activities and similar geographic areas.

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Section 4.16 Licenses, etc. Each Note Party has obtained and holds in full force and effect, all licenses, permits, certificates, authorizations, qualifications, accreditations, easements, rights of way and other rights, consents and approvals which are necessary for the operation of their businesses as presently conducted, except where the failure to so obtain the foregoing could not, individually or in the aggregate, have a Material Adverse Effect.

Section 4.17 Intentionally Omitted.

Section 4.18 Capitalization. The capitalization of the Company as of the date hereof is as set forth in the SEC Reports. Except as set forth in the SEC Reports, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee share options under the Company’s stock incentive plans, the issuance of Common Stock to employees or consultants pursuant to the Company’s stock incentive plans and pursuant to the conversion and/or exercise Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act and any “at the market” offering program. Except as set forth in the SEC Reports, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Note Documents. Except as set forth in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Common Stock or Common Stock Equivalents. Except as set forth in the SEC Reports, the issuance and sale of the Securities will not obligate the Company to issue Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as set forth in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of share capital of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance with all applicable foreign, federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities; provided, however, that the Company shall be obligated to obtain approval from the Principal Market for the conversion of the Notes into Conversion Shares. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Section 4.19 Subsidiaries. All of the direct and indirect Current Subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly or indirectly, all of the share capital or other equity interests of each Current Subsidiary as set forth in the SEC Reports free and clear of any Liens, options or warrants, and all of the issued and outstanding share capital of each Current Subsidiary is validly issued and is fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Section 4.20 SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof for the three years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials filed prior to the date hereof, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has qualified for a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company is not currently, and has never been, an issuer subject to paragraph (i) of Rule 144. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

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Section 4.21 Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, (ii) other than intracompany loans, neither the Company nor any Subsidiary has incurred any liabilities (contingent or otherwise) other than liabilities incurred in the ordinary course of business, and (iii) the Company has not altered its method of accounting. The Company does not have pending before the Commission any request for confidential treatment of information. To the knowledge of the Company, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.

Section 4.22 Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any applicable judgment, decree or order of any court, arbitrator, Principal Market, governmental or administrative agency, regulatory authority, self-regulatory organization (federal, state, county, local or foreign) or other Government Body other than as set forth in the SEC Reports, or (iii) is or has been in violation of any applicable statute, rule, ordinance or regulation of any Government Body, including without limitation all applicable foreign, federal, state and local laws relating to taxes, bribery and corruption, occupational health and safety, product quality and safety, employment and labor matters, employee benefits and laws related to the protection of the environment, except, in each case of clauses (i), (ii) and (iii), as could not reasonably be expected, individually or in the aggregate, to, have a Material Adverse Effect.

Section 4.23 Solvency; Seniority. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s tangible assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing Indebtedness and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur Indebtedness beyond its ability to pay such Indebtedness as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its Indebtedness). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for bankruptcy, insolvency, administration, judicial management, reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date.

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Section 4.24 Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Note Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Note Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Note Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Notes. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Note Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

Section 4.25 Acknowledgment Regarding Purchaser’s Trading Activity. It is understood and acknowledged by the Company that, except as set forth in Section 17.06, (i) following the public disclosure of the transactions contemplated by the Note Documents, in accordance with the terms thereof, none of the Purchasers have been asked by the Company or any of its Subsidiaries to agree, nor has any Purchaser agreed with the Company or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the Securities for any specified term; (ii) any Purchaser, and counterparties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock which was established prior to such Purchaser’s knowledge of the transactions contemplated by the Note Documents; (iii) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction; and (iv) each Purchaser may rely on the Company’s obligation to timely deliver Common Stock upon conversion, exercise or exchange, as applicable, of the Securities as and when required pursuant to the Note Documents for purposes of effecting trading in the Common Stock of the Company. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated by the Note Documents pursuant to the Form 8-K (x) one or more Purchasers may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Conversion Shares deliverable with respect to the Notes are being determined and (y) such hedging and/or trading activities, if any, can reduce the value of the existing shareholders’ equity interest in the Company at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any of the Note Documents.

Section 4.26 Sarbanes-Oxley; Internal Accounting Controls. Except as set forth in the SEC Reports, the Company and the Subsidiaries are in compliance in all material respects with any applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. Except as set forth in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, except as set forth in the SEC Reports, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

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Section 4.27 Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Except as set forth in the SEC Reports, the Company has not, in the twelve (12) months preceding the date hereof, received notice from the Principal Market to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Market. Except as set forth in the SEC Reports, the Company is, as of the date hereof, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer through the Depository Trust Company and the Company is current in payment of the fees to the Depository Trust Company in connection with such electronic transfer.

Section 4.28 Cybersecurity. To the Company’s knowledge, (x) there has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”). The Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data. The Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect. The Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data. The Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.

Section 4.29 Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

Section 4.30 No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under any of the Note Documents.

Section 4.31 No-Off Balance Sheet Arrangements. There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities of the Company or any Subsidiary.

Section 4.32 No Manipulation of Price. Neither the Company, its Subsidiaries, nor, to the Company’s knowledge, any of its or its Subsidiaries’ employees, directors or shareholders, has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any security of the Company.

Section 4.33 Certain Matters related to Management. No member of the Company’s management (a) has had a petition under the federal bankruptcy laws or any state insolvency laws filed by or against them, or has had a receiver, fiscal agent or similar officer appointed by a court for the business or property of (i) them, (ii) any partnership in which they were a general partner at, or within two years before, the time of such filing or (iii) other than as set forth in the SEC Reports, any company or business association of which they were an executive officer at, or within two years before, the time of such filing; (b) been convicted in a criminal proceeding or named the subject of a pending criminal proceeding, excluding traffic violations and driving a vehicle under the influence of alcohol or drugs offenses; (c) been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court, permanently or temporarily enjoining or limiting them from any activity in connection with the purchase or sale of any security or commodity; (d) except as set forth in the SEC Reports, been found by a court in a civil action or by the Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or (e) been found by a court in a civil action or by the Commodities Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodities Futures Trading Commission has not been subsequently reversed, suspended or vacated.

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Section 4.34 Registration Rights. Except as set forth in the SEC Report, no Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

Section 4.35 No Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Article XVII, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of the Securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

Section 4.36 Private Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Article XVII or as provided for herein, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby.

Section 4.37 No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

Section 4.38 No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “DisqualificationEvent”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

Section 4.39 Other Covered Persons. The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

Section 4.40 Notice of Disqualification Events. The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person.

Section 4.41 No Broker-Dealer. The Issuer and the Board of Directors, severally, acknowledges and agrees that the Purchasers are not acting as a broker, dealer, underwriter or agent of the Issuer or any of its Subsidiaries. The Issuer and its Subsidiaries shall not, and the Issuer shall direct its agents, affiliates and representatives not to, take the position that the Purchasers are acting in any manner as a broker, dealer or agent of the Issuer or any of its Subsidiaries in any respect (whether pursuant to the transactions contemplated hereby or otherwise).

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Article V

AFFIRMATIVE COVENANTS

Each Note Party covenants and agrees that, so long as any Note is outstanding:

Section 5.01 Punctual Payment. Issuer will duly and punctually pay or cause to be paid when due the principal and interest on the Notes and each Note Party shall pay all other amounts provided for in this Agreement and the other Note Documents to which such Note Party is a party, all in accordance with the terms of this Agreement and such other Note Documents.

Section 5.02 Maintenance of Office. Issuer will maintain its chief executive office at 11411 SOUTHERN HIGHLANDS PARKWAY, SUITE 190, LAS VEGAS, NV, 89141, or at such other place in the United States of America as the Issuer shall designate upon at least ten (10) Business Days prior written notice to the Purchasers.

Section 5.03 Records and Accounts. Each Note Party will (a) keep true and accurate records and books of account in which full, true and correct entries will be made in accordance with generally accepted accounting principles and (b) maintain adequate accounts and reserves for all taxes (including income taxes), depreciation, depletion, obsolescence and amortization of its properties, contingencies, and other reserves.

Section 5.04 Financial Information. Issuer will provide to the Purchasers and its counsel, (a) not later than fifty (50) days after the last day of each quarter, unaudited balance sheet and related statements of income and cash flows of the Issuer on a quarterly basis, (b) not later than one hundred and thirty-five (135) days after the last day of each year, unaudited balance sheet and related statements of income and cash flows of the Issuer on an annual basis, and (c) from time to time such other financial data and information as the Purchasers may reasonably request. Notwithstanding the foregoing, to the extent that the financial statements referred to in the foregoing clauses (a) and (b) are made publicly available on the Commission’s website, then the Issuer may notify the Purchasers when such financial statements are available on the Commission's website in lieu of delivering the same to the Issuer.

Section 5.05 Notices.

(a) Defaults. Each Note Party will give notice in writing to the Purchasers promptly (but in no event later than two (2) days) of becoming aware of the occurrence of any Default or Event of Default. If any Person shall give any notice or take any other action in respect of a claimed default (whether or not constituting an Event of Default) under this Agreement or any other note, evidence of Indebtedness, indenture or other obligation to which or with respect to which each Note Party is a party or obligor, whether as principal, guarantor, surety or otherwise, such Note Party shall forthwith give written notice thereof to the Purchasers, describing the notice or action and the nature of the claimed default.

(b) Intentionally Omitted.

(c) Notification of Claim against Collateral. Issuer will, immediately upon becoming aware thereof, notify the Agent in writing of any setoff, claims, withholdings or other defenses (collectively, the “Collateral Claims”) to which any of the Collateral, or the Agent’s rights with respect to the Collateral, is subject.

Section 5.06 Taxes. Each Note Party will duly pay and discharge, or cause to be paid and discharged, before the same shall become overdue, all post-confirmation taxes, assessments and other governmental charges imposed upon it and the Collateral, sales and activities, or any part thereof, or upon the income or profits therefrom, as well as all claims for labor, materials, or supplies that if unpaid might by law become a lien or charge upon any of its property; provided that any such tax, assessment, charge, levy or claim need not be paid if the validity or amount thereof shall currently be contested in good faith by appropriate proceedings and if a Note Party shall have set aside on its books adequate reserves with respect thereto; and provided further that each Note Party will pay all such post-confirmation taxes, assessments, charges, levies or claims forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor.

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Section 5.07 Compliance with Laws, Contracts, Licenses, and Permits. Each Note Party will comply with (a) the applicable laws and regulations wherever its business is conducted, (b) the provisions of its charter documents and by-laws, (c) all agreements and instruments by which it or any of its properties may be bound, and (d) all applicable decrees, orders, and judgments. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Note Parties may fulfill any of its obligations hereunder or any of the other Note Documents to which such Person is a party, the Note Parties will immediately take or cause to be taken all reasonable steps within the power of such Person to obtain such authorization, consent, approval, permit or license and furnish the Purchasers with evidence thereof.

Section 5.08 Fair Labor Standards Act. Each Note Party will at all times operate its business in compliance with all material applicable provisions of the Fair Labor Standards Act of 1938, as amended, and with all other material applicable provisions of all labor laws in all jurisdictions in which it operates.

Section 5.09 Further Assurances. Each Note Party will cooperate with the Purchasers and execute such further instruments and documents as the Purchasers shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Note Documents.

Section 5.10 Replacement Instruments. Upon receipt of an affidavit of an officer of a Purchaser as to the loss, theft, destruction or mutilation of any Note, and, in the case of any such loss, theft, destruction or mutilation, upon cancellation of such Note, the Issuer shall issue, in lieu thereof, a replacement Note in the same principal amount thereof and otherwise of like tenor, which note shall include such Purchaser’s copy of the pre-existing ledger or other listing of payments or other credits made on any applicable Note.

Section 5.11 Crypto Asset Accounts.

(a) The Issuer shall establish the Crypto Asset Account at Gemini Trust Company, LLC, which shall be subject to the Account Control Agreement. Once established, the Issuer shall deposit Bitcoin having a U.S. dollar value of $15,960,000 therein (the “Initial Bitcoin Deposit”). Thereafter, the value of Bitcoin custodied in the Crypto Asset Account shall have a Dollar value of no less than the amount equal to 125% of the Outstanding Principal. The Bitcoin shall be valued in Dollars bi-weekly at 2:00 p.m. (local time in New York City, New York) on each Tuesday and Friday (each a “Measurement Date”) of each calendar week using Bloomberg L.P. If the Dollar value of the Bitcoin custodied in the Crypto Asset Account is, at any time, less than an amount equal to 125% of the Outstanding Principal (the “Margin Requirement”), but greater than or equal to 90% of the Outstanding Principal, then the Issuer shall deposit additional Bitcoin in the Crypto Asset Account such that the Dollar value of the Bitcoin custodied in the Crypto Asset Account is at least the Margin Requirement by the next Measurement Date. If the Dollar value of the Bitcoin custodied in the Crypto Asset Account is, at any time, less than an amount equal to 90% of the Outstanding Principal, the Agent may liquidate Bitcoin in the Crypto Asset Account that would pay down the Notes to a Principal Amount of $5,000,000 (or if the Agent’s Lien in the Michigan Property has been released pursuant to Section 3.01(c), then to repay the Obligations in full) and if the Bitcoin in the Crypto Asset Account is insufficient to pay down the Notes to $5,000,000 the Issuer shall redeem the Notes in accordance with Section 7 of the Notes such that Principal Amount is no greater than $5,000,000 (or if the Agent’s Lien in the Michigan Property has been released pursuant to Section 3.01(c), then to repay the Obligations in full). Notwithstanding anything to contrary herein, if as of any Measurement Date, the Dollar value of the BitCoin exceeds 140% of the Principal Amount, the Agent and the Company shall promptly procure the release of Bitcoin from Crypto Asset Account that is in excess of the Margin Requirement.

(b) During the period between Closing and the establishment of the Crypto Asset Account, the net proceeds from the issuance and sale of the Notes shall be held in the Agent’s account at JP Morgan Chase, which is a segregated account (the “Segregated Account”) used by the Agent to keep cash collateral posted by the Company under connection with the Loan and Guaranty Agreement, dated December 14, 2023, by and between the Company, among the other loan parties a party thereto, JGB Capital, LP, JGB Partners, LP and JGB (Cayman) Buckeye Ltd., as lenders, and the Agent, as collateral agent (as amended, the “December 2023 Loan Agreement”). Upon the establishment of the Crypto Asset Account, the execution and delivery by all parties of the Account Control Agreement covering such Crypto Asset Account in substantially the form attached hereto as Schedule 5.11(b) or in such other form satisfactory to Agent in its sole and absolute discretion, and the completion of the Initial Bitcoin Deposit, the Agent shall cause the proceeds from the issuance and sale of the Notes on deposit in the Segregated Account to be released to the Company. Any interest on such net proceeds from the sale of the Notes deposited into the Segregated Account shall remain in the Segregated Account and shall be counted towards the Company’s obligations to make contributions to the Segregated Account under the December 2023 Loan Agreement.

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Section 5.12 Legends

(a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in this Section 5.12, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement.

(b) The Purchasers agree to the imprinting, so long as is required by this Section 5.12, of a legend on any of the Securities in the following form:

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if the Securities are subject to registration pursuant to this Agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.

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(c) Certificates evidencing the Securities shall not contain any legend (including the legend set forth in Section 5.12(b) hereof): (i) while a registration statement (including the Resale Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Securities pursuant to Rule 144, (iii) if such Securities are eligible for sale under Rule 144 or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). Provided one or more of the preceding conditions are met, the Company shall cause its counsel to issue a legal opinion to the Transfer Agent or the Purchaser promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. If all or any portion of a Note is converted when there is an effective registration statement (including the Resale Registration Statement) to cover the resale of the Securities issuable upon such conversion or exercise, as applicable, or if such Securities may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, then, in each case, such Securities shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 5.12(c), it will, no later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Securities, as applicable, issued with a restrictive legend (such date, the “Legend RemovalDate”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 5.12(c). Certificates for Securities subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Principal Market with respect to the Common Stock as in effect on the date of delivery of a certificate representing Securities, as applicable, issued with a restrictive legend.

(d) In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, if the Company fails to (a) issue and deliver (or cause to be delivered) to a Purchaser by the Legend Removal Date a certificate representing the Securities so delivered to the Company by such Purchaser that is free from all restrictive and other legends and (b) if after the Legend Removal Date such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend, then, an amount equal to the excess of such Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) over the product of (A) such number of Securities (or in the case of the Notes the number of shares of Common Stock issuable upon conversion thereof) that the Company was required to deliver to such Purchaser by the Legend Removal Date multiplied by (B) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Purchaser to the Company of the applicable Securities (as the case may be) and ending on the date of such delivery and payment under this clause (ii).

(e) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 5.12(e) is predicated upon the Company’s reliance upon this understanding.

Section 5.14 Reservation of Shares. So long as any Notes remain outstanding, the Company shall at all times reserve at least the Required Reserve Amount (as defined in the Notes).

Section 5.16 Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

Section 5.17 Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Note Documents, including, without limitation, its obligation to issue the Conversion Shares pursuant to the Note Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other shareholders of the Company.

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Section 5.19 Conversion Procedures. The form of Notice of Conversion included in the Notes sets forth the totality of the procedures required of the Purchasers in order convert the Notes. Without limiting the preceding sentences, no ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any such notice be required in order to convert the Notes. No additional legal opinion, other information or instructions shall be required of the Purchasers to convert their Notes. The Company shall honor the conversions of the Notes and shall deliver the Conversion Shares in accordance with its terms, conditions and time periods set forth therein.

Section 5.20 Securities Laws Disclosure; Publicity

The Company shall by not later than 5:30 p.m. (local time in New York, New York) on December 1, 2025, file a Current Report on Form 8-K, including copies of the Note Documents (or the forms thereof) as exhibits thereto, with the Commission (the “Form 8-K”). Upon the filing of the Form 8-K, the Company represents to the Purchasers that it shall have publicly disclosed all “material, non-public information” delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents. The Company and the Purchasers shall consult with each other in issuing any other public announcements or press releases with respect to the transactions contemplated hereby, and neither the Company nor the Purchasers shall issue any such public announcement or press release nor otherwise make any such public statement or communication without the prior consent of the Company, with respect to any disclosure of the Purchasers, or without the prior consent of the Purchasers, with respect to any disclosure of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, then the disclosing party shall, to the extent lawful and practicable (having regard to time and in the case of the Company, the Company’s continuous disclosure obligations), promptly provide the other party with prior notice of such public announcement, press release, public statement or communication.

Section 5.21 Disclosure of Material Information; No Obligation of Confidentiality.

(a) Except with respect to the material terms and conditions of the transactions contemplated by the Note Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf including any officer, director, employee or agent of the Company or the Subsidiaries, has provided prior to the date hereof or will in the future provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material, non-public information unless prior thereto such Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Note Documents, the Company shall, unless otherwise agreed by the Purchasers, publicly disclose any “material, non-public information” in a Current Report on Form 8-K filed with the Commission within one (1) Business Day following the date that it discloses such information to any Purchaser or such earlier time as may be required by applicable law. From and after the filing of any such Current Report on Form 8-K pursuant to this Section 5.21(a), no Purchaser shall be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 5.21(a), each affected Purchaser may, in its sole discretion, make a public disclosure of such information that it believes in its sole discretion constitutes material, non-public information of the Company, without Company or its personnel’s permission. Except as required by law, the Company shall not, without the prior written consent of the relevant Purchaser, disclose such Purchaser’s name in the Current Report on Form 8-K, or other disclosure, made pursuant to this Section 5.21(a).

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(b) Except pursuant to any confidentiality agreement entered into by a Purchaser as described in Section 5.21(a), no Purchaser shall be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company disclosed to such Purchaser in breach of Section 5.21(a) (whether or not the Company files a Current Report on Form 8-K as provided above), (ii) the fact that any Purchaser has exercised any of its rights and/or remedies under the Note Documents, or (iii) any information obtained by any Purchaser as a result of exercising any of its rights and/or remedies under the Note Documents. In addition, no Purchaser shall be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Purchaser engages in transactions of securities of the Company, including, without limitation, any hedging transactions, Short Sales or any “derivative” transactions while in possession of such non-public information.

Section 5.22 Furnishing of Information.

(a) Until the earlier of the time that (i) no Purchaser owns Securities and (ii) the Notes are no longer outstanding, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

(b) At any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c) or (ii) has ever been an issuer described in Rule 144 (i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate Subscription Amount paid by such Purchaser on the day of a Public Information Failure and on every thirtieth (30^th^) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Securities pursuant to Rule 144. The payments to which a Purchaser shall be entitled pursuant to this Section 5.22 are referred to herein as “Public InformationFailure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the second (2^nd^) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.08333% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Section 5.23 Registration Rights. As soon as practicable after the Closing, and in any event within thirty (30) calendar days of the Closing Date, the Company shall use its reasonable best efforts to file a registration statement on Form S-3 (or such other form that the Company is eligible for) providing for the resale by the Purchasers of the shares of Common Stock underlying the Notes (assuming the conversion in full of the Notes at the Floor Price (as defined in the Notes)); provided that the Holder shall have furnished in writing to the Company such other information regarding itself, the securities held by it and the intended method of disposition of the securities held by it, as shall be reasonably required to effect the registration of such registrable securities. The Company shall use its reasonable best efforts to cause such registration to become effective on or prior to the 60^th^ calendar day after the Closing Date, and to keep such registration statement effective at all times until the no Purchaser owns any Securities. The Company will not file any other registration statements until the registration statement covering the resale of the Conversion Shares contemplated by this Section 5.23 is declared effective by the Commission, except that the foregoing limitations shall not apply with respect to the filing of any registration statement for a customary “at-the-market” offering program.

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Article VI

CERTAIN NEGATIVE COVENANTS

Each Note Party covenants and agrees that, so long as any Note is outstanding:

Section 6.01 Intentionally Omitted.

Section 6.02 Restrictions on Liens. Issuer will not create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon the Crypto Asset Account or any Bitcoin or other assets custodied therein other than the Liens of the Agent.

Section 6.03 Disposition of Crypto Asset Account. Issuer will not become a party to or agree to or effect any disposition or other transfer, or effect any disposition or transfer, of the Crypto Asset Account or any Bitcoin or other assets custodied therein.

Section 6.04 Intentionally Omitted.

Section 6.05 Intentionally Omitted.

Section 6.06 Changes in Business, Management, Ownership, or Business Locations. Each Note Party shall not: (a) cease doing business, or liquidate or dissolve; or (b) without at least ten (10) days prior written notice to Agent (i) change its jurisdiction of organization, (ii) change its organizational structure or type, (iii) change its legal name, (iv) change its organizational number (if any) assigned by its jurisdiction of organization, or (v) change its chief executive office or principal place of business.

Section 6.07 Intentionally Omitted.

Section 6.08 Intentionally Omitted.

Section 6.09 Fundamental Changes. No Note Party will merge, dissolve, liquidate, consolidate with or into another Person, or dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, or otherwise permit a Change of Control Transaction.

Article VII

CLOSING CONDITIONS

The obligations of the Purchasers to purchase the Notes shall be subject to the satisfaction of the following conditions precedent:

Section 7.01 Note Documents. Each of the Note Documents shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to the Purchasers. The Purchasers shall have received a fully executed copy of each such document.

Section 7.02 Corporate or Other Action. All corporate action or partnership action, as the case may be, necessary for the valid execution, delivery and performance by the each Note Party of this Agreement and the other Note Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Purchasers shall have been provided thereto.

Section 7.03 Incumbency Certificate. The Purchasers shall have received from the Issuer an incumbency certificate in a form provided by Purchasers to the Note Parties, dated as of the Closing Date, signed by a duly authorized officer of each Note Party, and giving the name and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of a Note Party, each of the Note Documents to which each such Note Party is or is to become a party and (b) to give notices and to take other action on its behalf under the Note Documents.

Section 7.04 Disbursement Instructions. The Purchasers shall have received disbursement instructions from the Issuer with respect to the proceeds from the sale of the Notes.

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Section 7.05 Consents and Approvals. The Purchasers shall have received evidence that all consents and approvals necessary to complete the transactions contemplated hereby have been obtained.

Section 7.06 No Material Adverse Effect. No event, act or condition shall have occurred in the business, assets, operations or properties of any Note Party which, in the judgment of the Purchasers, has had or would have a Material Adverse Effect.

Section 7.07 No Injunction. No law or regulation shall have been adopted, no order, judgment or decree of any Government Body shall have been issued, and no litigation shall be pending or threatened, which in the judgment of the Purchasers would enjoin, prohibit or restrain, or impose or result in the imposition of any material adverse condition upon, the making or repayment of the Notes.

Section 7.08 No Event of Default. No Event of Default, or default which after the giving of applicable notice may become an Event of Default, shall exist or have occurred.

Section 7.09 Title to Collateral. The Purchasers shall have been satisfied, in its sole discretion, with the encumbrances and other restrictions against the title to the Collateral and the Michigan Property.

Section 7.10 Markets. From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended or halted by the Principal Market or the Commission (nor shall such suspension or halt be threatened by the Principal Market or the Commission, including but not limited, receipt by the Company of any notice of non-compliance with maintenance requirements by the Principal Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

Section 7.11 Amendment. The Note Parties shall have entered into the seventh amendment to the December 2023 Loan Agreement.

Article VIII

EVENTS OF DEFAULT; ACCELERATION; ETC.

Section 8.01 Events of Default and Acceleration. The following events shall constitute “Events of Default” and each an “Event of Default” (or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, a “Default”):

(a) the occurrence of any Bankruptcy Event;

(b) intentionally omitted;

(c) there shall occur any event, which results in, or could reasonably be expected to have, a Material Adverse Effect, which is not cured or remedied within thirty (30) days after the Note Parties’ receipt of written notice thereof from the Purchasers or the Agent; or

(d) a Note Party fails to (a) pay when due any principal under the Notes; (b) pay when due any interest on the Notes; provided that any failure to pay interest when due shall not constitute an Event of Default if cured within ten (10) business days after the due date; or (c) pay within five (5) Business Days of when due any Obligations (other than principal or interest);

(e) a Note Party shall fail to perform any term, covenant or agreement contained in Section 5.11;

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(f) a Note Party shall fail to perform any term, covenant or agreement contained in Section 5.21, Section 5.22 or Section 5.22 which is not cured or remedied (if capable of cure or remedy) within ten (10) days after the Note Parties’ receipt of written notice thereof from the Purchasers or the Agent;

(g) Note Party shall fail to perform any covenant Article V or Article VI (other than as set forth in Section 8.01 (a), Section 8.01(e) or Section 8.01(f)) which is not cured or remedied (if capable of cure or remedy) within thirty (30) days after the Note Parties’ receipt of written notice thereof from the Purchasers or the Agent;

(h) a Note Party shall fail to perform any term, covenant or agreement contained herein or in any of the other Note Documents (other than those specified elsewhere in this Section 8.01) for thirty (30) days after written notice of such failure has been given to such Note Party by the Purchasers, which failure would reasonably be deemed to have a Material Adverse Effect;

(i) intentionally omitted;

(j) intentionally omitted;

(k) intentionally omitted;

(l) There is, under any agreement or other instrument to which a Note 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 Two Million dollars ($2,000,000) or in the aggregate in excess of Four Million dollars ($4,000,000); provided that no Event of Default shall occur under this clause unless such Indebtedness has been accelerated (and any applicable grace or cure periods under such agreement have expired), and provided further that no Event of Default shall occur if such third party is prohibited from accelerating such Indebtedness, including pursuant to the terms of a subordination agreement;

(m) One or more fines, penalties or final judgments, orders or decrees for the payment of money in an amount, individually in excess of Two Million dollars ($2,000,000) or in the aggregate in excess of Four Million dollars ($4,000,000) (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 Note Party by any Government Body, and the same are not, within sixty (60) days after the entry, assessment or issuance thereof, vacated, or after execution thereof, stayed or bonded pending appeal;

(n) intentionally omitted;

(o) Any material provision of any Note Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations, ceases to be in full force and effect, subject to a cure period of ten (10) Business Days; or a Note Party or any other Person contests in writing the validity or enforceability of any provision of any Note Document; or a Note Party denies in writing that it has any or further liability or obligation under any Note Document, or purports in writing to revoke, terminate or rescind any Note Document;

(p) intentionally omitted;

(q) the transfer of shares of Common Stock through the DTC System is no longer available or “chilled” (“DTC Chill”) and the Issuer has not cured such DTC Chill within thirty (30) Trading Days from receipt of notice that a DTC Chill has occurred;

(r) the Issuer shall fail for any reason to deliver certificates representing the Conversion Shares (as defined in the Notes) via DWAC (as defined in the Notes) to the Purchasers prior to the third (3rd) Trading Day after a Conversion Date (as defined in the Notes), or the Issuer shall provide at any time notice to the Purchasers, including by way of public announcement, of the Issuer’s intention to not honor requests for conversions of the Note in accordance with the terms thereof; or

(s) The Issuer fails to file a registration statement with respect to the resale of the Conversion Shares within forty-five (45) days after the Closing Date or fails to cause such registration statement to become effective within one hundred twenty (120) days after the Closing Date (the “Effective Date”), and to keep such registration statement continuously effective until the Purchasers no longer hold Securities.

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Article IX

REMEDIES; APPLICATION OF PROCEEDS

Section 9.01 Remedies; Obtaining the Collateral Upon Default. (a) Upon the occurrence of an Event of Default, the Purchasers may exercise the remedies provided for herein and all those available to it at law and equity.

(a) The Purchasers and Agent shall have the rights and remedies set forth in Section 7(b) of the Note in addition to the other rights and remedies set forth in this Article IX.

(b) Upon the occurrence and during the continuance of an Event of Default, the Purchasers, in addition to any rights now or hereafter existing under applicable law, including the right to foreclose or take any other action available under applicable law with regard to the Liens and security interest granted in connection herewith and the other Note Documents, shall have all rights as a secured creditor under the Uniform Commercial Code in all relevant jurisdictions and may:

(i) personally, or by agents or attorneys, immediately retake possession of the Collateral or any part thereof, from the applicable Note Party or any other Person who then has possession of any part thereof with or without notice or process of law (but subject to any requirements of law), and for that purpose and without breach of the peace may enter upon a Note Party’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of such Note Party;

(ii) instruct the obligor or obligors on any agreements, instrument or other obligation constituting the Collateral to make any payment required by the terms of such instrument or agreement directly to the Agent;

(iii) sell, assign or otherwise liquidate, or direct a Note Party to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in accordance with Section 9.02 hereof, and take possession of the proceeds of any such sale, assignment or liquidation;

(iv) pursue rights and remedies under the Michigan Mortgage;

(v) take possession of the Collateral or any part thereof, by directing a Note Party in writing to deliver the same to the Purchasers at any place or places designated by the Purchasers, in which event such Note Party shall at its own expense:

(A) forthwith cause the same to be moved to the place or places so designated by the Purchasers and there delivered to the Purchasers,

(B) store and keep any Collateral so delivered to the Purchasers at such place or places pending further action by the Purchasers as provided in Section 9.02, and

(C) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition;

it being understood that a Note Party’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, shall be entitled to a decree requiring specific performance by a Note Party of such obligation.

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Section 9.02 Remedies; Disposition of the Collateral. Subject to Section 9.01(a), upon the occurrence and during the continuance of an Event of Default, any Collateral repossessed by the Purchasers under or pursuant to Section 9.01(b) or otherwise, and any other Collateral whether or not so repossessed by the Purchasers, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the Property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Purchasers may, in compliance with any applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Purchasers or after any overhaul or repair which the Purchasers shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceeding permitted by applicable law or, in the case of the Michigan Property, as provided in the Michigan Mortgage. Notwithstanding anything herein to the contrary, each Note Party acknowledges and agrees that after the occurrence and during the continuance of an Event of Default the Agent may liquidate, sell or otherwise dispose of Crypto constituting Collateral without any prior notice to the Note Parties.

Section 9.03 Remedies Cumulative. Each and every right, power and remedy hereby specifically given to the Purchasers shall be in addition to every other right, power and remedy specifically given under this Agreement or the other Note Documents now or hereafter existing at law or in equity, or by statute and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time or simultaneously and as often and in such order as may be deemed expedient by the Purchasers. All such rights, powers and remedies shall be cumulative and the exercise or the beginning of exercise of one shall not be deemed a waiver of the right to exercise of any other or others. No delay or omission of the Purchasers in the exercise of any such right, power or remedy and no renewal or extension of any of the Obligations shall impair any such right, power or remedy or shall be construed to be a waiver of any Default or Event of Default or an acquiescence therein. In the event that the Purchasers shall bring any suit to enforce any of its rights hereunder and shall be entitled to judgment, then in such suit the Purchasers may recover reasonable expenses, including attorney’s fees, and the amounts thereof shall be included in such judgment.

Section 9.04 Discontinuance of Proceedings. In case the Purchasers shall have instituted any proceeding to enforce any right, power or remedy under this Agreement by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Purchasers, then and in every such case a Note Party, the Purchasers and each holder of any of the Obligations shall be restored to their former positions and rights hereunder with respect to the Collateral subject to the Liens granted under this Agreement, and all rights, remedies and powers of the Purchasers shall continue as if no such proceeding had been instituted.

Article X

EXPENSES

The Issuer promises to pay when due (or if no stated due date, within 3 Business Days after written demand by the Agent or Purchasers) (a) the reasonable and documented costs of producing and reproducing this Agreement, the other Note Documents and the other agreements and instruments mentioned herein and (b) any taxes (including, without limitation, any interest and penalties in respect thereto), filing fees or recording fees or taxes payable by the Purchasers (other than taxes based upon the Purchaser’s net income) on or with respect to the transactions contemplated by this Agreement or the other Note Documents (the Issuer hereby agreeing to indemnify the Purchasers with respect thereto), (c) the reasonable and documented fees, expenses and disbursements of the Purchaser’s counsel and any local counsel to the Purchasers incurred in connection with the preparation, administration or interpretation of the Note Documents and other instruments mentioned herein, each closing hereunder and any amendments, modifications, approvals, consents or waivers hereto or hereunder of any Note Document upon payment in full in cash of the Obligations or pursuant to any terms of such Note Documents for providing for such cancellation, (d) the fees, expenses and disbursements of the Purchasers incurred by the Purchasers in connection with the preparation, administration or interpretation of the Note Documents and other instruments mentioned herein, including all appraisal charges and charges of other professionals retained by the Purchasers, and all title insurance premiums and surveyor, engineering, appraisal and examination charges, (e) all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees and costs, which attorneys may be employees of the Purchasers and reasonable consulting, accounting, appraisal, investment banking and similar professional fees and charges) incurred by the Purchasers in connection with (i) the enforcement of or preservation of rights under any of the Note Documents against a Note Party or the administration thereof after the occurrence of a Default or Event of Default, and (ii) in connection with any refinancing or restructuring of the financing under the Note Documents in the nature of a “work-out” or in any insolvency or bankruptcy proceeding and (f) all reasonable and documented fees, expenses and disbursements of the Purchasers incurred in connection with UCC filings or mortgage recordings. The covenants contained in this Article X shall survive payment or satisfaction in full of all other Obligations.

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Article XI

ASSIGNMENT

Section 11.01 Assignment. The Purchasers may assign all or a portion of its interests, rights and obligations under this Agreement, the Note or the other Notes Documents to any Affiliates thereof, but to no other party without the prior written consent of the Issuer. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, the Purchasers may assign all or a portion of its interests, rights and obligations under this Agreement, the Note and the other Note Documents to any Person without the consent of the Issuer. For the avoidance of doubt, nothing herein or in any other Document shall prohibit any Purchaser from transferring Conversion Shares to any Person in accordance with applicable securities laws.

Article XII

NOTICES, ETC.

Except as otherwise expressly provided in this Agreement, all notices and other communications made or required to be given pursuant to this Agreement or the Notes shall be in writing and shall be delivered by hand, mailed by United States registered or certified first class mail, postage prepaid, sent by overnight courier, or by email, addressed as follows:

(i) if to a Note Party, to Hyperscale Data, Inc., 11411 Southern Highlands Pkwy, Suite 190, Las Vegas, NV, 89141, Attention: William B. Horne, Chief Executive Officer, or at such other address for notice as the Issuer shall last have furnished in writing to the Person giving the notice; with a copy to (which shall not constitute notice): Hyperscale Data, Inc., 122 East 42^nd^ Street, 50^th^ Floor, Suite 5000, New York, NY 10168, Attention: Henry Nisser, Esq. (henry@ault.com); and

(ii) if to the Purchasers, c/o JGB Management Inc., 246 Post Road East, 2nd Floor, Westport, CT 06880, Attention: David Ariyeh; Vincent Vacco, authorized officer, or such other address for notice as the Purchasers shall last have furnished in writing to the Person giving the notice; with copy to (which shall not constitute notice): Greg Kramer, Haynes and Boone, LLP, 30 Rockefeller Plaza, 26^th^ Floor, New York, NY 10112 (greg.kramer@haynesboone.com).

(i) if delivered by hand, domestic overnight courier or email to a responsible officer of the party to which it is directed, at the time of the receipt thereof by such officer or the sending of such facsimile and (ii) if sent domestically by registered or certified first-class mail, or internationally by a reputable international courier, in each case postage prepaid, on the third Business Day following the mailing thereof.

Article XIII

GOVERNING LAW

THIS AGREEMENT AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, EACH OF THE OTHER NOTE DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID STATE OF NEW YO RK (INCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). EACH NOTE PARTY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH NOTE 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 NOTE 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 NOTE PARTY AT THE ADDRESS SET FORTH IN, OR SUBSEQUENTLY PROVIDED BY SUCH NOTE PARTY IN ACCORDANCE WITH, ARTICLE XII AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER TO OCCUR OF NOTE PARTIES’ ACTUAL RECEIPT THEREOF OR THREE (3) BUSINESS DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID. EACH NOTE PARTY HEREBY EXPRESSLY WAIVES ANY CLAIM TO ASSERT THAT THE LAWS OF ANY OTHER JURISDICTION GOVERN THIS AGREEMENT.

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TO 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 NOTE 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 NOTE PARTY AGREES THAT IT SHALL NOT SEEK FROM 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.

Article XIV

HEADINGS

The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions hereof.

Article XV

COUNTERPARTS

This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this Agreement, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.

Article XVI

ENTIRE AGREEMENT, ETC.

The Note Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby.

Article XVII

Purchaser rePresentations and Warranties

Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants to the Company as of the date hereof and as of the Closing Date to the Company as follows (except to the extent expressly made as of a specific date therein, in which case they shall be accurate as of such date):

Section 17.01 Organization; Authority. Such Purchaser is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Note Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Note Documents and performance by such Purchaser of the transactions contemplated by the Note Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Note Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, administration, judicial management and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

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Section 17.02 Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Resale Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

Section 17.03 Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it converts any Notes it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act.

Section 17.04 General Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.

Section 17.05 Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales (within the meaning of Regulation SHO), of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, except as expressly set forth in Section 17.6, nothing contained herein shall constitute a representation or warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities of the Company in order for such Purchaser (or its broker or other financial representative) to effect Short Sales or similar transactions in the future.

Section 17.06 Net Short. Until the Notes are no longer outstanding, the Purchasers agree that they shall not effect any Short Sales of the Common Stock which establish a net short position with respect to the Common Stock. Solely for purposes of determining whether the Purchasers has a “net short” position pursuant to this Section 17.06, the Purchasers shall be deemed the owner of all Conversion Shares underlying the outstanding Notes.

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The Company acknowledges and agrees that the representations contained in Article 17 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Note Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby. The Purchasers acknowledge and agree that neither the Company nor any Subsidiary makes or has made any representations or warranties with respect to the transactions contemplated hereby other than such representations and warranties.

Article XVIII

CONSENTS, AMENDMENTS, WAIVERS, ETC.

Neither this Agreement, any other Note Document to which a Note Party is a party nor any terms hereof or thereof may be amended, supplemented, modified or waived except in accordance with the provisions of this Article. The Purchasers and each Note Party may, from time to time, enter into written amendments, supplements, modifications or waivers for the purpose of adding, deleting, changing or waiving any provisions to this Agreement or the Convertible Secured Notes. Any such amendment, supplement, modification or waiver shall apply to and shall be binding upon each Note Party, the Purchasers and all future holders of the Convertible Secured Notes. In the case of any waiver, each Note Party and the Purchasers shall be restored to their former position and rights hereunder and under the outstanding Notes, and any Default or Event of Default waived shall be deemed to be cured and not continuing, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

Article XIX

SEVERABILITY

The provisions of this Agreement are severable and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.

Article XX

INDEMNITY

Each Note Party agrees to indemnify, defend and hold Agent and each Purchaser and their respective directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing a Purchaser (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”) (i) claimed or asserted by any third party in connection with the transactions contemplated by the Note Documents, (ii) resulting from any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Note Documents (iii) any untrue statement or alleged untrue statement of a material fact contained in any registration statement for the resale of the Conversion Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iv) any claim or allegation asserted by the Issuer or its Subsidiaries or Board of Directors that any Purchaser is acting as a broker-dealer or underwriter with respect to any of the Issuer’s securities; provided, however, that Company will not be liable to the extent that any such loss, claim, damage or liability arises out of or is based upon: (1) in the case of the foregoing clause (iii), any untrue statement or alleged untrue statement or omission or alleged omission made in the resale registration statement in reliance upon and in conformity with written information furnished to Company by or on behalf of a Purchaser specifically for inclusion in a resale registration statement, (2) in any case, an Indemnified Person’s gross negligence or willful misconduct and (3) in any case, any dispute solely among Indemnified Persons. This Article 20 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 Agent. This Article 20 shall not apply with respect to taxes other than any taxes that represent losses, claims, damages, etc. arising from any non-tax claim.

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Article XXI

GUARANTY

Section 21.01 Guaranty. Each Guarantor, who has executed this Agreement as of the date hereof, together with each Note Party who accedes to this Agreement as a Guarantor after the date hereof hereby, jointly and severally, unconditionally and irrevocably, guarantees the prompt and complete payment and performance by Issuer and the other Note Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. In furtherance of the foregoing, and without limiting the generality thereof, each Guarantor agrees as follows:

(a) each Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Guarantor and shall not be contingent upon any exercise or enforcement of any remedy of Agent or Purchasers (collectively, a “Secured Party”) or that any Secured Party may have against a Issuer, or any other Guarantor or other Person liable in respect of the Obligations, or all or any portion of the Collateral; and

(b) Agent, on behalf of Purchasers, may enforce this guaranty notwithstanding the existence of any dispute between any Secured Party and any Note Party with respect to the existence of any Event of Default.

Section 21.02 Maximum Liability. Anything herein or in any other Note Document to the contrary notwithstanding, the maximum liability of each Guarantor shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal, state or foreign laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 21.05).

Section 21.03 Termination. The guaranty pursuant to this Section 21 shall remain in full force and effect until the date the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) have been paid in full in cash, and all commitments to extend credit have been terminated.

Section 21.04 Unconditional Nature of Guaranty. No payment made by the Issuer, a Guarantor, any other guarantor or any other Person or received or collected by any Secured Party from the Issuer, Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the date the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are paid in full in cash.

Section 21.05 Right of Contribution.

(a) If in connection with any payment made by any Guarantor hereunder any rights of contribution arise in favor of such Guarantor against one or more other Guarantors, such rights of contribution shall be subject to the terms and conditions of this Section 21.05. The provisions of this Section 21.05 shall in no respect limit the obligations and liabilities of any Guarantor pursuant to the Note Documents, and each Guarantor shall remain liable for the full amount guaranteed by such Guarantor hereunder.

(b) Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of any Secured Party against any Note Party or any collateral security or guarantee or right of offset held by any Secured Party for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Note Party in respect of payments made by such Guarantor hereunder, in each case, until the Obligations are paid in full and all commitments to extend credit have been terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the time that the Obligations (other than contingent indemnification obligations as to which no claim has been asserted or is known to exist) are paid in full and all commitments to extend credit have been terminated, such amount shall be held by such Guarantor in trust for the ratable benefit of the Secured Parties, shall be segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to Agent, if required), to be applied to the Obligations, irrespective of the occurrence or the continuance of any Event of Default.

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Section 21.06 Amendments, etc. with respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by any Secured Party may be rescinded and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, and however materially, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Secured Party, and this Agreement, the other Note Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with their respective terms, and any collateral security, guarantee or right of offset at any time held by any Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. No Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for the guarantee pursuant to this Section 21 or any property subject thereto.

Section 21.07 Guarantee Absolute and Unconditional; Guarantor Waivers; Guarantor Consent. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Secured Party upon the guaranty contained in this Article XXI or acceptance of this guaranty. The Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this guaranty. All dealings between Issuer, Guarantors and any Secured Party shall be conclusively presumed to have been had or consummated in reliance upon this guaranty. Each Guarantor further waives:

(a) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Issuer or any of the other Guarantors with respect to the Obligations;

(b) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Obligations;

(c) any defense arising by reason of any lack of corporate or other authority or any other defense of any Issuer, such Guarantor or any other Person;

(d) any defense based upon errors or omissions by any Secured Party in the administration of the Obligations;

(e) any rights to set-offs and counterclaims;

(f) any defense based upon an election of remedies (including, if available, an election to proceed by nonjudicial foreclosure) which destroys or impairs the subrogation rights of such Guarantor or the right of such Guarantor to proceed against any Issuer or any other obligor of the Obligations for reimbursement;

(g) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law that limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Agreement; and

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Each Guarantor understands and agrees that the guarantee contained in this Article XXI shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity or enforceability of this Agreement or any other Note Document, any of the Obligations or any other collateral security therefor or guaranty or right of offset with respect thereto at any time or from time to time held by any Secured Party, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Issuer or any other Person against any Secured Party, or (iii) any other circumstance whatsoever (with or without notice to or knowledge of any Note Party) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Issuer for the Obligations, or of such Guarantor under this guaranty, in bankruptcy or in any other instance, (iv) any insolvency proceeding with respect to any Note Party or any other Person, (v) any merger, acquisition, consolidation or change in structure of any Note Party or any other Person, or any sale, lease, transfer or other disposition of any or all of the assets or equity interests of any Note Party or any other Person, (vi) any assignment or other transfer, in whole or in part, of Secured Parties’ interests in and rights under this Agreement or the other Note Documents, including the right to receive payment of the Obligations, or any assignment or other transfer, in whole or in part, of any Secured Party’s interests in and to any of the Collateral, (vii) any Secured Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to any of the Obligations, and (viii) any other guaranty, whether by such Guarantor or any other Person, of all or any part of the Obligations or any other indebtedness, obligations or liabilities of any Guarantor to Secured Parties. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, Secured Parties may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Note Party or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto. Any failure by any Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any Note Party or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Note Party or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Section 21.08 Modifications of Obligations. Each Guarantor further unconditionally consents and agrees that, without notice to or further assent from any Guarantor: (a) the principal amount of the Obligations may be increased or decreased and additional indebtedness or obligations of a Issuer or any other Persons under the Note Documents may be incurred, by one or more amendments, modifications, renewals or extensions of any Note Document or otherwise, in each case, however materially; (b) the time, manner, place or terms of any payment under any Note Document may be extended or changed, including by an increase or decrease in the interest rate on any Obligation or any fee or other amount payable under such Note Document, by an amendment, modification or renewal of any Note Document or otherwise; (c) the time for a Issuer’s (or any other Note Party’s) performance of or compliance with any term, covenant or agreement on its part to be performed or observed under any Note Document may be extended, or such performance or compliance waived, or failure in or departure from such performance or compliance consented to, all in such manner and upon such terms as the applicable Secured Party may deem proper; (d) in addition to the Collateral, Secured Parties may take and hold other security (legal or equitable) of any kind, at any time, as collateral for the Obligations, and may, from time to time, in whole or in part, exchange, sell, surrender, release, subordinate, modify, waive, rescind, compromise or extend such security and may permit or consent to any such action or the result of any such action, and may apply such security and direct the order or manner of sale thereof; (e) Secured Parties may discharge or release, in whole or in part, any other Guarantor or any other Note Party or other Person liable for the payment and performance of all or any part of the Obligations, and may permit or consent to any such action or any result of such action, and shall not be obligated to demand or enforce payment upon any of the Collateral, nor shall any Secured Party be liable to any Guarantor for any failure to collect or enforce payment or performance of the Obligations from any Person or to realize upon the Collateral, and (f) Secured Parties may request and accept other guaranties of the Obligations and of any other indebtedness, obligations or liabilities of a Issuer or any other Note Party to any Secured Party and may, from time to time, in whole or in part, surrender, release, subordinate, modify, waive, rescind, compromise or extend any such guaranty and may permit or consent to any such action or the result of any such action; in each case (a) through (f), as the applicable Secured Parties may deem advisable, and without impairing, abridging, releasing or affecting this Agreement.

Section 21.09 Reinstatement. The guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of a Note Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, a Note Party or any substantial part of its property, or otherwise, all as though such payments had not been made.

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Section 21.10 No Waiver by Course of Conduct; Cumulative Remedies. No Secured Party shall by any act, delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default, as applicable. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which any Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

Section 21.11 Enforcement Expenses; Indemnification. Each Guarantor agrees to pay or reimburse Secured Parties for all its documented and reasonable costs and out-of-pocket expenses actually incurred in collecting against such Guarantor under this guaranty or otherwise enforcing or preserving any rights under this Agreement and the other Note Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel provided that no Guarantor shall be liable for indemnification of any expenses under this Section 21 to the extent such expenses arise as a result of the gross negligence or willful misconduct of a Secured Party.

Article XXII

APPOINTMENT OF AGENT

Section 22.01 The Purchasers hereby appoint Agent to act on behalf of the Purchasers as administrative agent under this Agreement and the other Note Documents and appoints Agent to act on behalf of Purchasers as collateral agent, and to hold and enforce any and all Liens on the Collateral granted pursuant thereto by the applicable Note Parties to secure the Obligations. The provisions of this Section 22 are solely for the benefit of Agent and Purchasers and no Note 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, 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 Note Party or any other Person. Agent shall not have any duties or responsibilities except for those expressly set forth in this Agreement and the other Note Documents, together with such powers as are reasonably related thereto. The duties of Agent shall be mechanical and administrative in nature and Agent shall not have, or be deemed to have, by reason of this Agreement, any other Note Document or otherwise a fiduciary relationship in respect of any Purchasers.

Section 22.02 If Agent shall request instructions from Purchasers with respect to any act or action (including failure to act) in connection with this Agreement or any other Note Document, then Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received instructions from the Purchasers, and Agent shall incur no liability to any Person by reason of so refraining. Agent shall be fully justified in failing or refusing to take any action hereunder or under any other Note Document for any reason. Without limiting the foregoing, no Purchasers shall have any right of action whatsoever against Agent as a result of Agent’s acting or refraining from acting hereunder or under any other Note Document in accordance with the instructions of Purchasers.

Section 22.03 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 Agent. 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 22 shall apply to any such sub agent and to the related parties of Agent and any such sub agent. 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 Agent acted with gross negligence or willful misconduct in the selection of such sub agents.

Section 22.04 Neither 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 Note 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, 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 Purchasers and shall not be responsible to any Purchasers for any statements, warranties or representations made in or in connection with this Agreement or the other Note 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 Note Documents on the part of any Note Party or to inspect the Collateral (including the books and records) of any Note Party; (iv) shall not be responsible to any Purchasers for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the other Note 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 Note 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.

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Section 22.05 Agent shall have the same rights and powers under this Agreement and the other Note Documents as any other Purchasers and may exercise the same as though it were not Agent; and the term “Purchaser” or “Purchasers” shall, unless otherwise expressly indicated, include Agent in its individual capacity (to the extent it holds any Obligations owing to Purchasers or commitments hereunder). Agent and each of its Affiliates may lend money to, invest in, and generally engage in any kind of business with, any Note Party, any of their Affiliates and any Person who may do business with or own securities of any Note Party or any such Affiliate, all as if Agent was not Agent and without any duty to account therefor to Purchasers. Agent and its Affiliates may accept fees and other consideration from any Note Party for services in connection with this Agreement or otherwise without having to account for the same to Purchasers.

Section 22.06 Each Purchaser acknowledges that it has, independently and without reliance upon Agent or any other Purchasers, made its own credit and financial analysis of the Issuer and its own decision to enter into this Agreement. Each Purchaser also acknowledges that it will, independently and without reliance upon Agent or any other Purchasers 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 Purchaser acknowledges the potential conflict of interest of each other Purchaser as a result of such Purchaser’s holding disproportionate interests in the Notes, and expressly consents to, and waives any claim based upon, such conflict of interest.

Section 22.07 Each Purchaser agrees to indemnify Agent (to the extent not reimbursed by Note Parties and without limiting the obligations of Note 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 Agent in any way relating to or arising out of this Agreement or any other Note Document or any action taken or omitted by Agent in connection therewith; provided, however, that no Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from Agent’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the foregoing, Purchasers agrees to reimburse Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable and documented counsel fees) incurred by 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 Note Document, to the extent that Agent is not reimbursed for such expenses by the Note Parties.

Section 22.08 Agent may resign at any time by giving not less than thirty (30) days’ prior written notice thereof to Purchasers and Issuer. Upon any such resignation, Purchasers shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by Purchasers and shall have accepted such appointment within thirty (30) days after Agent’s giving notice of resignation, then Agent may, on behalf of Purchasers, appoint a successor Agent, which shall be a Purchasers, if a Purchasers 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 Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and Purchasers shall thereafter perform all the duties of Agent hereunder until such time, if any, as Purchasers appoints a successor Agent as provided above. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or the effective date of the resigning Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations under this Agreement and the other Note Documents, except that any indemnity, expense reimbursement or other rights in favor of such resigning Agent shall continue. After any resigning Agent’s resignation hereunder, the provisions of this Section 22.08 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Note Documents. Notwithstanding the foregoing, as long as JGB Collateral, LLC or an Affiliate thereof is a Purchaser pursuant to this Agreement, JGB Collateral, LLC shall not resign as Agent unless a successor Agent is appointed concurrently with such resignation, which successor 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 Agent under this Agreement and the other Note Documents.

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Section 22.09 In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, with the prior written consent of Agent, Purchasers and each holder of any Obligation is hereby authorized at any time or from time to time, without notice to any Note Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all balances held by it at any of its offices for the account of any Note Party or any Subsidiary of a Note Party (regardless of whether such balances are then due to such Note Party or such Subsidiary) and any other properties or assets any time held or owing by that Purchasers or that holder to or for the credit or for the account of any Note Party or any Subsidiary of a Note Party against and on account of any of the Obligations which are not paid when due. Any Purchasers or holder of any Obligation exercising a right to set off or otherwise receiving any payment on account of the Obligations in excess of its Pro Rata Share thereof in accordance with the terms of this Agreement relating to the priority of the repayment of the Obligations shall purchase for cash (and the other Purchasers or holders shall sell) such participations in each such other Purchaser’s or holder’s pro rata share of the Obligations as would be necessary to cause such Purchasers to share the amount so set off or otherwise received with each other Purchasers or holder in accordance with their respective pro rata shares and in accordance with the terms of this Agreement relating to the priority of the repayment of the Obligations. Each Note Party agrees, to the fullest extent permitted by law, that (i) any Purchasers or holder may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participations in such amount so set off to other Purchasers and holders and (ii) any Purchasers or holders so purchasing a participation in the Notes made or other Obligations held by other Purchasers or holders may exercise all rights of set off, bankers’ Lien, counterclaim or similar rights with respect to such participation as fully as if such Purchasers or holder were a direct holder of the Notes and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion of the set-off amount or payment otherwise received is thereafter recovered from Purchasers that has exercised the right of set-off, the purchase of participations by that Purchasers shall be rescinded and the purchase price restored without interest.

Section 22.10 Nothing in this Agreement or the other Note Documents shall be deemed to require Agent to advance funds on behalf of any Purchasers or to relieve any Purchasers from its obligation to fulfill its commitments hereunder or to prejudice any rights that Issuer may have against any Purchasers as a result of any default by such Purchasers hereunder. To the extent that Agent advances funds to Issuer on behalf of any Purchasers and is not reimbursed therefor on the same Business Day as such advance is made, Agent shall be entitled to retain for its account all interest accrued on such advance until reimbursed by the applicable Purchasers.

Section 22.11 If Agent determines at any time that any amount received thereby under this Agreement shall be returned to Issuer or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Note Document, Agent will not be required to distribute any portion thereof to any Purchasers. In addition, Purchasers will repay to Agent on demand any portion of such amount that Agent has distributed to such Purchasers, together with interest at such rate, if any, as Agent is required to pay to Issuer or such other Person, without set off, counterclaim or deduction of any kind.

Section 22.12 Agent will make reasonable efforts to provide Purchasers with any written notice of Event of Default received by Agent from, or delivered by Agent to, any Note Party. Purchasers shall not be deemed to have knowledge or notice of the occurrence of any Event of Default hereunder unless such Purchasers has received written notice from the Agent.

Section 22.13 Agent shall promptly provide Purchasers any and all statements, reports and certificates received in accordance with Section 5.04 of this Agreement.

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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first set forth above.

ISSUER
HYPERSCALE DATA, INC., a Delaware corporation
By:	___________________________
	Name: William B. Horne
	Title: Chief Executive Officer
GUARANTORS
ALLIANCE CLOUD SERVICES, LLC, a Delaware limited liability company
	By: ALLIANCE CLOUD MANAGEMENT, LLC, its manager
	By: AC MANAGEMENT, INC., its managing member
	By:	____________________________
		Name: Jay Looney
		Title: Chief Executive Officer
SENTINUM, INC.., a Nevada corporation
By:	___________________________
	Name: William B. Horne
	Title: Chief Executive Officer
LENDER
JGB CAPITAL LP., a Delaware limited partnership
By:	___________________________
	Name: Brett Cohen
	Title: President
JGB PARTNERS LP., a Delaware limited partnership
By:	___________________________
	Name: Brett Cohen
	Title: President
JGB CAPITAL OFFSHORE LTD, a Cayman Islands exempted company
By:	___________________________
	Name: Brett Cohen
	Title: President
AGENT
---	---
JGB Collateral, LLC, as collateral agent
By:	_____________________________
	Name: Brett Cohen

Exhibit 10.2

SEVENTH AMENDMENT AND GUARANTOR JOINDER TO LOAN AND GUARANTY AGREEMENT

This SEVENTH AMENDMENT TO LOAN AND GUARANTY AGREEMENT (“Amendment”) is dated as of December 2, 2025 (the “Execution Date”), and is entered into by and among AULT & COMPANY, INC., a Delaware corporation (“Borrower”), AllianceCloud Services, LLC, Delaware limited liability company (the “Michigan Property Owner”), SENTINUM,Inc., a Nevada corporation (“Sentinum”), HYPERSCALE DATA, INC. (F/K/A AULTALLIANCE, INC.), a Delaware corporation (“Ault Alliance”), Ault AVIATION, LLC, a Nevada limited liability company (“Aviation”), BNI MONTANA, LLC, a Delaware limited liability company (“BNI”), AULTLending, 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 (“Personal Guarantor” and together with the Michigan Property Owner, Sentinum, Ault Alliance, Aviation, BNI, Ault Lending, AG and ACG 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 (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 May 15, 2024, as further amended by that certain Third Amendment to Loan and Guaranty Agreement, dated July 25, 2024, as further amended by that certain Fourth Amendment to Loan and Guaranty Agreement, dated August 16, 2024, as further amended by that certain Fifth Amendment to Loan and Guaranty Agreement, dated September 17, 2024, as further amended by that certain Sixth Amendment to Loan And Guaranty Agreement, dated March 7, 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, JGB Capital, LP, JGB Partners, LP and JGB Capital Offshore Ltd. (collectively, “Noteholders”) have purchased convertible notes in the original principal amount of $10,640,000 (the “Convertible Notes”) of Ault Alliance pursuant to a Note Purchase Agreement (the “Note Purchase Agreement”), dated of even date herewith, by and among Noteholder, as purchasers, Ault Alliance, as issuer, and Borrower, Alliance Cloud, Sentinum and BNI, as guarantors (in such capacity, the “Note Guarantors”);

WHEREAS, Ault Alliance’s and the Note Guarantors’ obligations under the Note Purchase Agreement and Convertible Notes will be guaranteed by the Borrower and the Guarantors and secured by a second ranking lien in the Collateral (as defined in the Note Purchase Agreement) in favor of JGB Collateral, LLC, as collateral agent for the Noteholder (the “Convertible Note Security Interests”);

WHEREAS, the Lenders, the Agent, the Borrower and the Guarantors now desire to amend certain provisions of the Credit Agreement to permit the Ault Alliance and the Note Guarantors to grant the Convertible Note Security Interests and incur the obligations contemplated by the Note Purchase Agreement and Convertible Notes (the “Note Obligations”).

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. Amendmentsto Credit Agreement.

(b) Exhibit A to the Credit Agreement is amended by adding the following definitions in appropriate alphabetical order:

“Convertible Note” means the convertible notes issued pursuant to the Note Purchase Agreement.

“Note Purchase Agreement” means the Note Purchase Agreement, dated November 28, 2025, by and among (x) Ault Alliance, as issuer of the Convertible Notes, (y) JGB Capital, LP, JGB Partners, LP and JGB Capital Offshore Ltd., as purchasers of the Convertible Notes, and (z) Borrower, Alliance Cloud, Sentinum and BNI.

(c) The definition of “Permitted Indebtedness” set forth on Exhibit A to the Credit Agreement is amended and restated as follows:

““Permitted Indebtedness” means:

(a) each Loan Party’s Indebtedness under this Agreement and the other Loan Documents;

(b) Indebtedness existing on the Closing Date;

(d) lease obligations and purchase money indebtedness of up to $2,500,000, in the aggregate, incurred in connection with the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets;

(e) trade accounts payable incurred in the ordinary course of business;

(f) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;

(g) vendor payment guarantees entered into in the ordinary course of business and consistent with past practices;

(h) Indebtedness in respect of obligations relating to corporate credit cards, purchase cards or bank card products;

(i) Unsecured Indebtedness consisting of intercompany loans and advances among the Loan Parties and their Subsidiaries;

(j) the obligations of the Borrower and the Guarantors under the Note Purchase Agreement and the Convertible Notes;

(k) Indebtedness not otherwise permitted pursuant to this defined term, in an aggregate amount outstanding not to exceed Two Hundred Fifty Thousand dollars ($250,000).”

(d) The definition of “Permitted Lien” set forth on Exhibit A to the Credit Agreement is amended and restated as follows:

“Permitted Liens” means:

(l) Liens arising under the other Loan Documents;

(m) Liens existing on the Closing Date and shown on Schedule 6.3 or as set forth in the Title Policies;

(n) Liens of Ault Lending in the Michigan Property subject always to the Michigan Subordination Agreement;

(o) Liens for taxes, fees, assessments or other government charges or levies, either not yet delinquent;

(p) Liens in favor of JGB Collateral, LLC, as collateral agent under the Convertible Notes and Note Purchase Agreement;

(q) Liens arising from leases or subleases of real property granted in the Ordinary Course of Business of such Person; and

(r) mechanics, materialmen’s and similar Liens with respect to any amounts not yet due and payable, but in no event to exceed $200,000 in the aggregate at any time.”

2. Covenants.

(a) This Amendment has been duly executed by a Responsible Officer of each applicable Loan Party and each other relevant party.

(b) The Borrowers and Guarantors understand and agree that as of the Effective Date, the aggregate principal amount of the outstanding Term Loan shall be increased by an aggregate amount equal to $300,000 and after accounting for such increase, the aggregate principal amount of the outstanding Term Loan shall equal $39,618,919.

3. Releases. In further consideration of Lenders’ and JGB Agent’s execution of this Amendment, each Loan Party, 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 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.

4. Affirmations. Each Loan Party acknowledges and agrees:

(a) the Loan Documents are legal, valid, binding and enforceable against each Loan Party accordance with their respective terms;

(b) each Loan Party’s respective obligations under the Loan Documents are not subject to any setoff, deduction, claim, counterclaim or defenses of any kind or character whatsoever;

(c) JGB 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; and

(d) 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.

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. GoverningLaw. 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. Ault Alliance 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, Ault Alliance acknowledges and agrees that the Lenders shall not be in possession of any material, nonpublic information received from Ault Alliance, 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 Sixth Amendment and Joinder 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 ALLIANCE, 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: Henry C.W. Nisser
Title: President
AULT CAPITAL GROUP, INC.
---
By: ________________________________
---
Name: Milton C. Ault, III
Title: Executive Chairman

Signature Page to Sixth Amendment and Joinder to Loan and Guaranty Agreement

JGB AGENT:
JGB COLLATERAL LLC
By:
Name:	Brett Cohen
Title:	President

Signature Page to Sixth Amendment and Joinder to Loan and Guaranty Agreement

Exhibit 10.3

SECOND PRIORITY FUTURE ADVANCE MORTGAGE

(Commercial Property)

THIS IS A SECOND PRIORITY FUTURE ADVANCE MORTGAGE (as the same may be amended, restated, replaced, supplemented or otherwise modified, being hereinafter referred to as this “Mortgage”) made December 2, 2025, between ALLIANCE CLOUD SERVICES, LLC, a Delaware limited liability company (“Mortgagor”), and JGB COLLATERAL LLC, a Delaware limited liability company, as administrative agent and collateral agent (in such capacity, together with its successors, “JGB Agent”).

THISIS A SECOND PRIORITY FUTURE ADVANCE MORTGAGE. THE PROCEEDS OF THE DEBT MAY BE ADVANCED IN FUTURE ADVANCES. THIS MORTGAGE SECURES FUTURE ADVANCES AND IS A FUTURE ADVANCE MORTGAGE UNDER ACT NO. 348 OF THE MICHIGAN PUBLIC ACTS OF 1990 (MICHIGAN COMPILED LAWS 565.901 ET SEQ.), AS AMENDED. ALL FUTURE ADVANCES UNDER THIS MORTGAGE AND THE OTHER note DOCUMENTS (AS HEREINAFTER DEFINED) SHALL HAVE THE SAME PRIORITY AS IF THE FUTURE ADVANCE WAS MADE ON THE DATE THAT THIS MORTGAGE WAS RECORDED.

The Note (hereinafter defined) evidences a debt created by one or more disbursements made by PurchaserS to Mortgagor in accordance with the provisions of the Note Purchase Agreement.

The Mortgagor represents, warrants, covenants and agrees to and with JGB Agent that at all times this Mortgage is in effect:

1. Obligations. This Mortgage secures the following obligations to the Purchasers (hereinafter collectively referred to as the “Obligations”):

(a) Payment of notes, advances (including future advances) and/or other credit facilities made or to be made by JGB Capital, LP, as Delaware limited partnership, JGB Partners, LP, a Delaware limited partnership, and JGB Capital Offshore Ltd., a Cayman Islands exempted company, and any other purchaser from time to time party to the Note Purchase Agreement (defined below) (collectively, “Purchasers,” and each a “Purchaser”) in the aggregate principal amount of $12,768,000.00 according to a certain convertible secured promissory note dated on or about the date hereof, as amended, restated and/or replaced from time to time (the “Note”), together with interest thereon and other sums owing or to become owing in connection therewith, including but not limited to, the Note Purchase Agreement, as it may be amended or amended and restated from time to time (the “Note Purchase Agreement” and together with the Note and the other Note Documents (as define the Note Purchase Agreement), dated as of the date hereof, by and among JGB Agent, Purchasers, HYPERSCALE DATA, INC., a Delaware corporation (“Issuer”), Mortgagor, and SENTINUM,INC., a Nevada corporation (“Sentinum” and collectively with Mortgagor and each other person from time to time party thereto as a guarantor or otherwise acting as a guarantor with respect to the Obligations (as defined in the Note Purchase Agreement), collectively, “Guarantors” and each, a “Guarantor”), and specifically including the obligations of the Guarantors under the Note Purchase Agreement.

(b) ALL OTHER EXISTING AND FUTURE OBLIGATIONS OF MORTGAGOR UNDER THE NOTE PURCHASE AGREEMENT WHETHER OR NOT SUCH OBLIGATIONS ARE INCLUDED ABOVE, including, but not limited to, payment and performance of the provisions of this Mortgage; payment of all advances (including future advances), made or to be made by the Purchasers; payment and performance of all notes, undertakings, obligations, debts, liabilities, agreements, applications or agreements for issuance of letters of credit, assignments, guarantees, or promises of or by the Mortgagor to or with the Purchasers, whether due, existing or arising, now or in the future, absolute or contingent, direct or indirect, however arising or acquired by JGB Agent or Purchasers, and including obligations originally owing by the Mortgagor to a third party and assigned by such third party to JGB Agent or Purchasers; payment and performance of all existing and future obligations (including the kinds of obligations described above) to JGB Agent or Purchasers of any persons or entities for which the Mortgagor is or becomes an accommodation party, surety or guarantor or whose obligations this Mortgage is given to secure; and all extensions, renewals and modifications of the foregoing. Mortgagor agrees that if the proceeds of any of the Obligations created in the future are utilized to pay and/or renew any of the Obligations existing at this time, such future Obligations shall be presumed to be renewals or extensions of such existing Obligations.

2. Grant of Second Priority Mortgage and Second Priority Lien. Subject to the Future Advance Mortgage (Commercial Property) made December 14, 2023 between Mortgagor and JGB COLLATERAL LLC, a Delaware limited liability company and recorded at the Register of Deeds of Cass County, Michigan under number 208853 (the “First Priority Mortgage”), in consideration of the indebtedness and other good and valuable consideration otherwise received, and to secure the Obligations, the Mortgagor hereby mortgages and warrants to JGB Agent, its successors and assigns, the land, premises and property situated in City of Dowagiac, County of Cass, Michigan (the “Premises”), described as:

See Attached Exhibit A

Also commonly known as (for reference purposes only) 415 E. Prairie Ronde St., & 404 Louise Ave., Dowagiac, MI 49047.

Tax Parcel Nos. 14-160-200-664-00 and 14-160-200-126-40.

3. Subject to the First Priority Mortgage, the Mortgagor also mortgages and warrants to JGB Agent: (a) all privileges, appurtenances, improvements, buildings, tenements, hereditaments, easements, rights of way, licenses, permits, riparian and littoral rights, mineral/oil/gas/water rights, rights to adjoining land, and all other rights belonging to the Premises and which may hereafter attach thereto; (b) all rights to make divisions of the Premises that are exempt from the platting requirements of the Michigan Land Division Act, as it shall be amended; (c) all rents, issues, profits, revenues, proceeds, accounts and general intangibles arising from or relating to the Premises or any business conducted thereon by the Mortgagor including, without limitation, all property constituting rents under the Michigan Uniform Assignment of Rents Act, MCL 554.1051 et seq., as amended (collectively the “Rents and Accounts”); (d) all equipment, other goods, and fixtures of every kind and nature whatsoever, now or hereafter located in or upon the Premises or any part thereof and used or useable in connection with any present or future operation of such premises (hereinafter called “Equipment and Fixtures”), whether now owned or hereafter acquired by the Mortgagor, including, without limitation, all heating, air conditioning, ventilation, lighting, incinerating and power equipment, engines, signs, security systems, fences, hoists, cranes, compressors, pipes, pumps, tanks, motors, plumbing, cleaning, fire prevention, fire extinguishing, apparatus, elevators, escalators, shades, awnings, screens, storm doors and windows, appliances, attached cabinets, partitions, carpeting, ground maintenance equipment, and similar types of equipment, all of which shall be deemed to be real estate and mortgaged hereby; (e) all “as-extracted collateral” related to the Premises; and (f) all awards or payments, and interest on them, made with respect to the Premises as a result of (i) any eminent domain proceeding, (ii) any street grade alteration, (iii) any loss of or damage to any building or other improvement, (iv) any other injury to or decrease in the value of the Premises, (v) any refund due on account of the payment of real estate taxes, assessments or other charges levied against the Premises or (vi) any refund of utility deposits or right to any tenant deposit. This Mortgage shall also constitute; a security agreement with reference to the Equipment and Fixtures, as-extracted collateral and Rents and Accounts and all proceeds thereof; a fixture filing; and a Financing Statement covering as-extracted collateral.

(a) All of the above described Premises, Equipment and Fixtures, Rents and Accounts, and other property and rights related thereto are collectively referred to herein as the “Property”.

4. Payment and Performance of Obligations. The Mortgagor shall pay the Obligations in accordance with the terms thereof and shall keep and perform all the terms, conditions and covenants of the Obligations.

5. Title to Property/Priority of Lien. Subject to the First Priority Mortgage, the Mortgagor does and shall own good and marketable title to the Property, free of all easements, liens, mortgages, security interests, encroachments, encumbrances, leasehold interests, rights, claims, and other interests of any nature (herein “Interests”), other than Interests permitted under the Note Purchase Agreement or which are otherwise consented to in writing by JGB Agent. The Mortgagor shall forever warrant and defend the Property against any and all Interests not consented to in writing by JGB Agent and the lien created hereby is and shall be kept as a first lien upon the Property, unless otherwise agreed in writing by JGB Agent. The Mortgagor shall pay when due all obligations which, if unpaid, would become a lien on the Property. Upon request, the Mortgagor shall, at its cost, provide JGB Agent with a title insurance policy and other evidence of title as JGB Agent may reasonably request from time to time which shall be in form and substance satisfactory to JGB Agent.

6. Condition, Maintenance and Use of the Property. Mortgagor agrees that it shall keep the Property in good order and condition and in a rentable and tenantable state of repair; to make or cause to be made, as and when necessary, all repairs, renewals and replacements, structural and nonstructural, exterior and interior, ordinary and extraordinary, foreseen and unforeseen; not to remove, demolish or substantially structurally alter (except for tenant improvements and such alterations as may be required by laws, ordinances or regulations) any of the buildings and improvements now or hereafter erected on the Property without Mortgagee’s prior, written consent, which shall not be unreasonably withheld; to complete promptly and in good and workmanlike manner any building or other improvement which may be constructed on the Property and promptly restore in like manner any such building or improvement which may be damaged or destroyed thereon (subject to the right of Mortgagee to retain insurance proceeds, as set forth below), and to pay when due all claims for labor performed and materials furnished therefore; to comply with all laws, ordinances, regulations, covenants, conditions and restrictions now or hereafter affecting the Property or any part thereof, not to permit any waste, impairment, or deterioration of the Property; to keep and maintain grounds, sidewalks, roads, parking and landscaped areas in or on the Property in good and neat order and repair; to comply with the provisions of any lease of all or any part of the Property; not to commit, suffer or permit any act to be done in or upon the Property in violation of any law, ordinance or regulation; not to permit the Property to become vacant or deserted.

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7. Payment of Taxes. The Mortgagor shall pay and discharge all taxes, assessments, fees, licenses, liens, and charges at any time levied upon or assessed against the Mortgagor or the Property. The Mortgagor shall not do anything or permit anything to be done which would impair the lien of this Mortgage. Notwithstanding the foregoing, the Mortgagor shall not be required to pay any tax, assessment, fee, license, lien, or charge so long as it is in good faith contesting the validity thereof. If such contest is made, the Mortgagor shall provide security for the payment of such tax, assessment, fee, license, lien, or charge in a manner reasonably satisfactory to JGB Agent.

8. Insurance. The Mortgagor shall carry insurance against such risks, with such companies, and in such amounts as shall be reasonably satisfactory to JGB Agent (including but not limited to, hazard insurance and flood insurance, if the Property is located within a flood hazard area); each policy shall be in a form reasonably satisfactory to JGB Agent with standard mortgagee clauses making all loss payable to JGB Agent. The Mortgagor shall promptly pay all premiums therefor, and deliver to JGB Agent all such policies of insurance. All insurance policies shall provide that notice of non-renewal or cancellation must be given to JGB Agent at least thirty (30) days before such non-renewal or cancellation. Except as otherwise provided below, any insurance money received by JGB Agent may, at its sole election, be paid, either in whole or in part, to the Mortgagor for the purpose of defraying the costs and expenses of repair, restoration or replacement of the Property damaged or destroyed, or be retained and applied toward the payment of any of the Obligations, in whatever order JGB Agent shall elect, with the excess, if any, over the Obligations to be repaid to the Mortgagor, without impairing the Mortgagor’s duties under this Mortgage or the Obligations. In the event of loss with respect to the Property, the Mortgagor shall promptly notify JGB Agent thereof and JGB Agent may make any proof of loss not promptly made by the Mortgagor. In the event of foreclosure or other disposition of the Property in partial or full payment of the Obligations, JGB Agent shall be entitled to all of the Mortgagor’s right, title and interest in and to all policies of insurance with respect to the Property, including, without limitation, the right to collect any unearned premium refund relating to such policies.

9. Escrow of Tax and Insurance. Upon demand by JGB Agent and the occurrence of an Event of Default, the Mortgagor shall pay monthly to JGB Agent a sum (reasonably determined by JGB Agent from time to time) to be held by JGB Agent for application to payment of the annual taxes and assessments on the Property next coming due, and the annual premiums on required insurance policies on the Property next coming due, all as estimated by JGB Agent so as to enable JGB Agent to pay such taxes, assessments and insurance premiums in full thirty (30) days before the due date thereof. Upon occurrence of an Event of Default, moneys so held by JGB Agent may be applied against the Obligations. If the funds so paid to JGB Agent are insufficient to pay such taxes, assessments and insurance premiums in full thirty (30) days before the due dates thereof, the Mortgagor shall immediately upon written demand therefor, pay to JGB Agent such additional sums as are required to pay such taxes, assessments and insurance premiums in full thirty (30) days before the due date thereof. If the funds so paid to JGB Agent shall exceed the amount of taxes, assessments and insurance premiums paid by JGB Agent, such excess shall be credited by JGB Agent to subsequent payments required to be made by the Mortgagor pursuant to this paragraph.

10. Assignment of Awards and Tax Refunds. The Mortgagor hereby assigns to JGB Agent, in their entirety, all judgments, decrees and awards for injury or damage to the Property, all awards pursuant to proceedings for condemnation thereof, and all refunds of local, state or federal income or other taxes relating to the Property or the disposition thereof by the Mortgagor (the “Claims”). Except as otherwise provided below, the Mortgagor authorizes JGB Agent, at its sole election (and as to refunds of taxes, after default), to apply the Claims, or the proceeds thereof, to the Obligations in such manner as JGB Agent may elect; and the Mortgagor hereby authorizes JGB Agent, at its option (and as to refunds of taxes, after default), in the name of the Mortgagor, to appear and participate in any proceeding related to the Claims and to execute and deliver valid receipts, discharges, and settlements for, and to appeal from, any award, judgment or decree with respect to the Claims.

11. JGB Agent’s Right to Perform. If the Mortgagor defaults in the payment of any taxes, assessments or charges (or in providing security as provided in Section 6), in procuring or maintaining insurance in maintaining the Property, or in performing any of the other obligations of this Mortgage, then JGB Agent may, at its option (notwithstanding anything to the contrary contained in any of the Obligations), take any action or pay any amount required to be taken or paid by the Mortgagor hereunder. The cost of such action or payment by JGB Agent shall be immediately paid by the Mortgagor, shall be added to the Obligations, shall be secured hereby, and shall bear interest at the highest rate specified in the Obligations from the date incurred by JGB Agent until fully paid. No such action taken or amount paid by JGB Agent shall constitute a waiver of any default of the Mortgagor hereunder.

12. Removal of the Property. Except for maintenance in the ordinary course of business, the Mortgagor shall not, without the prior written consent of JGB Agent, materially alter, remove or demolish any timber, topsoil, minerals, fixture, building, or improvement forming part of the Property.

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13. Transfer of the Property. JGB Agent and Purchasers are relying upon the integrity of the Mortgagor and its promises to perform the covenants of this Mortgage. The Mortgagor shall not sell, transfer, convey, assign, rent for a period exceeding one year, dispose of, or further encumber, voluntarily or involuntarily, its interest in any of the Property by deed, land contract, mortgage or otherwise, without the prior written consent of JGB Agent. Subject to the foregoing, if the ownership of the Property, or any part thereof, becomes vested in a person other than the Mortgagor, JGB Agent may deal with such successor or successors in interest in the same manner as with the Mortgagor, without in any manner vitiating or discharging the Mortgagor’s liability hereunder or upon the Obligations. The Mortgagor shall at all times continue to be primarily liable on the Obligations until fully discharged or until the Mortgagor is formally released in writing by JGB Agent. Notwithstanding anything to the contrary contained herein, the Obligations shall become due and payable immediately, without notice, at the option of JGB Agent, if Mortgagor shall convey, assign or transfer the Premises by deed, land contract or other instrument, or if title to the Premises shall become vested in any other person or party in any manner whatsoever or if there is any disposition (through one or more transactions) of legal or beneficial title to a controlling interest of Mortgagor. Notwithstanding anything in this Mortgage, Mortgagor shall be permitted to transfer title to the Property to a subsidiary or entity under common control with Mortgagor (a “Permitted Transferee”) upon at least twenty (20) days prior written notice to Mortgagee and the assignment and assumption of this Mortgage by the Permitted Transferee and the execution by the Permitted Transferee and/or the Mortgagor of such other documents and agreements requested by the Agent (a “Permitted Transfer”). Any such assignment and assumption shall not relieve the Mortgagor of any of its obligations under the Mortgage, Note and Note Purchase Agreement, any Issuer from its obligations under the Note or the Note Purchase Agreement or any other Guarantor from its obligations under the Note Purchase Agreement.

14. Additional Documents. At any time, upon request of JGB Agent, the Mortgagor shall execute and deliver or cause to be executed and delivered to JGB Agent and, where appropriate, shall cause to be recorded and/or filed at such time and in such offices and places designated by JGB Agent, any and all such other and further mortgages, financing statements, instruments of further assurance, certificates and other documents as may, in the opinion of JGB Agent or its counsel, be necessary or desirable to effectuate, complete, perfect, continue or preserve the obligation of the Mortgagor under this Mortgage and the lien of this Mortgage as a second priority lien upon all the Property (excepting prior liens consented to in writing by JGB Agent). If the Mortgagor fails to comply with the foregoing sentence, JGB Agent may execute, record, file, re-record and refile any and all such mortgages, financing statements, instruments, certificates and documents for and in the name of the Mortgagor and the Mortgagor hereby irrevocably appoints JGB Agent as its agent and attorney in fact to do so.

15. Assignment of Leases, Rents and Other Property. As additional security for the payment and performance of the Indebtedness, Mortgagor grants a second priority security interest to JGB Agent in all deposit or other accounts with JGB Agent and Mortgagor assigns to JGB Agent, subject to the First Priority Mortgage, all its right, title and interest in all written and oral leases and occupancy agreements, now or later existing, covering the Premises (but without an assumption by JGB Agent of liabilities of Mortgagor under any of these leases or occupancy agreements by virtue of this assignment), and Mortgagor assigns to JGB Agent, subject to the First Priority Mortgage, the rents, issues and profits of the Premises. If an Event of Default occurs under this Mortgage, JGB Agent may receive and collect the rents, issues and profits personally or through a receiver so long as the Event of Default exists and during the pendency of any foreclosure proceedings and during any redemption period. Mortgagor hereby expressly consents to the appointment of a receiver upon the occurrence of an Event of Default if JGB Agent believes appointment necessary or desirable to enforce its rights under this Mortgage. JGB Agent shall at no time have any obligation to attempt to collect rent or other amounts from any tenant or occupier of the Premises. JGB Agent shall at no time have any obligation to enforce any other obligations owed by tenants or occupiers of the Premises to Mortgagor. No action taken by JGB Agent under this Mortgage shall make JGB Agent a “mortgagee in possession.” Mortgagor shall at no time collect advance rent under any lease or occupancy agreement pertaining to the Premises in excess of one month (other than as a security deposit) and JGB Agent shall not be bound in any respect by any rent prepayment in violation of this prohibition. The assignment of licenses and permits under this Mortgage shall not be construed as a consent by JGB Agent to any license or permit so assigned, or to impose upon JGB Agent any obligations with respect to them. Mortgagor shall not cancel or amend any of the leases, licenses, and permits assigned (nor permit any of them to terminate if they are necessary or desirable for the operation of the Premises) without first obtaining the written approval of JGB Agent, and no cancellation or amendment following an Event of Default is binding on JGB Agent unless JGB Agent approves in writing. This paragraph shall not be applicable to any license or permit that terminates if it is assigned without the consent of another party (other than Mortgagor), unless this consent has been obtained nor shall this paragraph be construed as a present assignment of any license or permit that Mortgagor is required by law to hold. Mortgagor shall comply with and perform as required all obligations and restrictions imposed upon Mortgagor or the Premises under applicable deed restrictions, restrictive covenants, easements, leases, land contracts, condominium or planned unit development documents, or other agreements affecting the Premises, but this is not a consent by JGB Agent to take subject to any of these agreements unless specifically set forth on attached Exhibit B, if any, and JGB Agent does not assume any obligations under these agreements. Mortgagor shall promptly provide JGB Agent with certificates of occupancy, licenses, rent rolls, income and expense statements and other documents and information pertaining to the Premises and its operations as JGB Agent, from time to time, may request.

In addition to the foregoing, JGB Agent shall have all rights conferred by the Michigan Uniform Assignment of Rents Act, MCL 554.1051 et seq as may be amended or replaced by successor statute.

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16. Waste and Receiver. The failure, refusal or neglect of the Mortgagor to pay any of the taxes assessed against the Property before any interest or penalty attaches thereto and to provide adequate security therefor shall constitute waste hereunder and in accordance with the provisions of Act No. 236 of the Public Acts of Michigan for 1961. The failure, refusal or neglect of the Mortgagor to keep the Property adequately insured as herein provided, or to pay the premiums therefor, shall likewise constitute waste hereunder and in accordance with the provisions of Act No. 236. Upon the happening of any material act of waste and on proper application made therefor by JGB Agent to a court of competent jurisdiction, JGB Agent shall forthwith be entitled to the appointment of a receiver of the Property and of the earnings, income, issue and profits thereof, with such powers as the court making such appointment shall confer. The Mortgagor hereby irrevocably consents to such appointment and waives notice of any application therefor.

17. Reimbursement of Expenses. The Mortgagor shall pay or reimburse JGB Agent for expenses reasonably necessary or incidental to the protection of the lien and priority of this Mortgage and for expenses incurred by JGB Agent and Purchasers in seeking to enforce the provisions hereof and of the Obligations (whether before or after default, through formal or informal collection actions, workout or otherwise), including but not limited to costs of evidence of title to and survey of the Property, costs of recording this and other instruments, actual, reasonable attorney fees (including, but not limited to, fees incurred in participating or taking action in any bankruptcy or other insolvency proceeding of Mortgagor), trustees’ fees, court costs, and expenses of advertising, selling and conveying the Property. All such payments or reimbursements shall be paid immediately to JGB Agent, shall be added to the Obligations, shall be secured by this Mortgage, and shall bear interest at the highest rate specified in the Obligations from the date incurred by JGB Agent until fully paid.

18. Inspection and Reports. At all reasonable times, JGB Agent and its agents may inspect the Property, with not less than 24 hours’ prior notice, to ascertain whether the covenants and agreements contained herein or in any supplementary agreement are being performed. Upon demand by JGB Agent, but not more than quarterly, the Mortgagor shall promptly deliver to JGB Agent all financial reports, statements, rent rolls and other documents relating to the Property and the Mortgagor, as shall be reasonably requested by JGB Agent. Mortgagor hereby authorizes JGB Agent to undertake or to have third parties undertake on its behalf (not more often than twice in any 12 month period) environmental investigations regarding the Property and its operation including research into the previous and current ownership, use, and condition (by taking samples or borings or otherwise) of the Property for the purpose of attempting to determine whether: (i) Mortgagor or any current or past occupant of the Property has violated any federal, state or local laws involving the protection of the environment and/or the disposition of, or exposure to, hazardous or toxic substances, as now existing or as hereinafter amended or enacted, or any rules, regulations, guidelines or standards promulgated pursuant thereto; and (ii) whether any hazardous or toxic substances have been used or disposed of on the Property. Such investigations may be performed at any time before or after occurrence of an Event of Default and Mortgagor will permit JGB Agent and persons acting on its behalf to have access to the Property and records concerning the Property for the purpose of conducting such investigations. The cost of all such investigations shall be immediately paid by Mortgagor to JGB Agent, and if not paid, shall be added to the Obligations secured hereby and shall bear interest at the highest rate specified in any of the Obligations secured hereby from the date incurred by JGB Agent until paid.

19. Events of Default. Occurrence of any one of the following events shall constitute an “Event of Default” under this Mortgage: (a) breach, failure of payment or performance, or default by the Mortgagor of or under any of the terms, conditions, or covenants of this Mortgage, any of the Obligations, or any other instrument or agreement executed by the Mortgagor with or in favor of any one or more of JGB Agent or any Purchaser; provided, however, Mortgagor shall have the lesser of (x) 5 days after receipt of written notice to cure monetary failures and 10 days after receipt of written notice to commence to cure all other failures as long as Mortgagor diligently pursues completion of such cure in the event of a non-monetary failure and (y) such shorter grace period set forth in any such other agreement or instrument executed by the Mortgagor; (b) breach, failure of payment or performance, or default by any obligor other than the Mortgagor of or under any of the terms, conditions or covenants of any of the Obligations for which this Mortgage is given as security, or of any other instrument or agreement executed by such obligor with or in favor of any one or more of JGB Agent or any Purchaser; provided, however, any such obligor shall have the shorter of (x) 5 days after receipt of written notice to cure monetary failures and 10 days after receipt of written notice to commence to cure all other failures as long as such obligor diligently pursues completion of such cure in the event of a non-monetary failure and (y) such shorter grace period set forth in any such other agreement or instrument executed by the Mortgagor; (c) the Mortgagor makes an assignment for the benefit of creditors, or a receiver, liquidator, or trustee is appointed for the Mortgagor or any of its property (except for any such events that are involuntary, the undersigned will not be in default if such matter is dismissed within 30 days); (d) any proceeding under any insolvency or bankruptcy law is instituted by or against the Mortgagor or any action is taken to realize upon or any proceeding is instituted to foreclose any mortgage, security interest, or lien of any kind against the Property (except for any such events that are involuntary, the undersigned will not be in default if such matter is dismissed within 30 days); (e) any default beyond any applicable cure period in the terms, conditions or covenants of any mortgage, lease, land contract, easement or other instrument which evidences an interest in the Property by any third party; (f) any representation, warranty, financial statement, report or other information made or furnished by or on behalf of the Mortgagor to any one or more of JGB Agent or any Purchaser at any time proves to be, or to have been, false or materially misleading when made or furnished; (g) the issuance or filing of any attachment, levy, garnishment or other judicial process or proceeding upon or in respect of the Mortgagor or the Property (except for any such events that are involuntary, the undersigned will not be in default if such matter is dismissed within 30 days) and/or (h) without limiting any of the foregoing, the occurrence of “Event of Default” as defined in the Note Purchase Agreement.

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20. JGB Agent’s Rights Upon Default. Upon occurrence of an Event of Default all of the Obligations (regardless of any contrary terms thereof) shall, at the option of JGB Agent, be immediately due and payable without demand or notice, and JGB Agent may take any one or more of the following actions not contrary to law: (a) foreclose this Mortgage by legal proceedings and collect its actual attorney fees as awarded by the Court; (b) sell, grant, and convey the Property, or cause the Property to be sold, granted and conveyed at public sale and to execute and deliver to the purchaser at such sale a good and sufficient deed or deeds of conveyance at law, pursuant to the statute in such case made and provided and out of the proceeds of such sale to retain the sums due under this Mortgage and all costs and charges of the sale (including, without limitation, the attorney fees provided by statute), rendering the surplus moneys, if any, to the Mortgagor or as otherwise provided by law, and in the event of a public sale and unless otherwise prohibited by law, the Property may be sold as one or more parcels, JGB Agent may sell the Property for cash and/or secured credit, and JGB Agent may give a warranty deed to the purchaser binding upon the Mortgagor and all claiming under the Mortgagor; (c) as to the Equipment and Fixtures and Rents and Accounts, exercise any of the rights and remedies of a creditor under the Uniform Commercial Code, any other law, and any Court Rule; (d) enter upon the Property and take other actions as JGB Agent deems appropriate to perform the Mortgagor’s obligations under this Mortgage, to inspect, repair, protect or preserve the Property, to investigate or test for the presence of any hazardous materials, and/or to appraise the Property, each of the rights under this subparagraph being specifically enforceable since there is not adequate monetary remedy available to JGB Agent; (e) seek and obtain the appointment of a receiver, in which case Mortgagor hereby expressly consents to the appointment of such receiver, including to the specific receiver nominated by JGB Agent, the powers, duties, and authorities proposed by JGB Agent, and the compensation terms approved by JGB Agent; (f) exercise any and all rights granted to the JGB Agent herein or in any of the Obligations; and/or (g) take any other action allowed by law.

Acceleration of the Obligations as provided in this Mortgage shall trigger any applicable prepayment premium or formula. Without limiting when a prepayment premium may be due, it is agreed that, at any time after acceleration, a tender of payment of the amount necessary to satisfy the entire Obligations by or on behalf of the Mortgagor or otherwise, must include any applicable prepayment premium or formula. Upon sale of the Property at any judicial or non-judicial foreclosure, JGB Agent may credit bid (as determined by JGB Agent in its sole discretion) all or any portion of the Obligations, including but not limited to any applicable prepayment premium.

21. Application of Payments After Default. Notwithstanding anything to the contrary contained in this Mortgage or in any of the Obligations, upon occurrence of an Event of Default under this Mortgage, any proceeds of any foreclosure, voluntary sale, or other disposition of the Property shall be applied by the Purchaser to reduction of the Obligations in such order as the Purchaser shall determine in its sole judgment and the Mortgagor shall have no right to require the Purchasers to apply such proceeds to any specific Obligations.

22. Subrogation. Any transferee of, or endorser, guarantor or surety or other party providing security who pays the Obligations secured hereby in full may take over all or any part of the Property and shall succeed to all rights of JGB Agent in respect thereto and JGB Agent shall be under no further responsibility therefor. No party shall succeed to any of the rights of JGB Agent so long as any of the Obligations remain unpaid to the Purchasers.

23. Release of Security. The Mortgagor agrees that JGB Agent may, without impairing the obligation of the Mortgagor hereunder: release any other obligors or guarantors from their obligations to pay or perform the Obligations; release any security of any obligor or guarantor of the Obligations before or after maturity of any of the Obligations; take, release or enforce its rights with respect to any of the Property without being obliged first to do so to any other security, whether owned by the Mortgagor or any other person; and agree with any obligor of the Obligations to extend, modify, forbear or make any accommodations with regard to the terms of the Obligations owed by such obligor.

24. WAIVER OF RIGHTS REGARDING SALE BY ADVERTISEMENT. WARNING: THIS MORTGAGE CONTAINS A POWER OF SALE AND UPON DEFAULT MAY BE FORECLOSED BY ADVERTISEMENT. IN FORECLOSURE BY ADVERTISEMENT AND THE RELATED SALE OF THE PREMISES, NO HEARING IS REQUIRED AND THE ONLY NOTICE REQUIRED IS TO PUBLISH NOTICE IN A LOCAL NEWSPAPER AND TO POST A COPY OF THE NOTICE ON THE PREMISES. MORTGAGOR WAIVES ALL RIGHTS UNDER THE CONSTITUTION AND LAWS OF THE UNITED STATES AND THE STATE OF MICHIGAN TO A HEARING PRIOR TO SALE IN CONNECTION WITH FORECLOSURE BY ADVERTISEMENT AND ALL NOTICE REQUIREMENTS EXCEPT AS SET FORTH IN THE MICHIGAN STATUTE PROVIDING FOR FORECLOSURE BY ADVERTISEMENT.

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25. No Consent. Nothing in this Mortgage shall be deemed or construed in any way as constituting the consent or request by JGB Agent or any Purchasers, express or implied, to any contractor, subcontractor, laborer, mechanic or materialman for the performance of any labor or the furnishing of any material for any improvement, construction, alteration or repair of the Property. The Mortgagor further agrees that neither JGB Agent nor any Purchaser stands in any fiduciary relationship to the Mortgagor.

26. Environmental Laws (a) The Mortgagor represents and covenants that the Mortgagor has not used Hazardous Materials (as later defined) on or affecting the Premises in any manner which violates Environmental Laws (as later defined), that there is no condition concerning the Premises which could require remediation pursuant to Environmental Laws, and that, to the best of the Mortgagor’s knowledge, no prior owner of the Premises or any current or prior occupant has used Hazardous Materials on or affecting the Premises in any manner which violates Environmental Laws. The Mortgagor covenants and agrees that neither it nor any occupant shall use, introduce or maintain Hazardous Materials on the Premises unless done in strict compliance with all Environmental Laws; (b) the Mortgagor shall conduct and complete, or cause the applicable responsible party to conduct and complete, all investigations, environmental audits, studies, sampling and testing, and all remedial, removal and other actions necessary to clean up and remove all Hazardous Materials on or affecting the Premises, whether caused by the Mortgagor or a third party, in accordance with all Environmental Laws to the satisfaction of JGB Agent, and in accordance with the orders and directives of all federal, state and local governmental authorities, and the Mortgagor shall notify JGB Agent in writing prior to taking, and continually after that of the status of, all such actions. The Mortgagor shall, promptly upon JGB Agent’s request, provide JGB Agent with copies of the results of all such actions and all related documents and information. Any remedial, removal or other action by the Mortgagor shall not be deemed a cure or waiver of any breach of this paragraph 26 due to the presence or use of Hazardous Materials on or affecting the Premises. Additionally, the Mortgagor shall defend, indemnify and hold harmless JGB Agent and Purchasers, and their employees, agents, shareholders, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limit, attorney fees) of whatever kind arising out of or related to (i) the presence, disposal, release or threatened release of any Hazardous Materials on, from or affecting the Premises or the soil, water, air, vegetation, buildings, personal property, persons or animals on the Premises, (ii) any personal injury (including, without limit, wrongful death) or property damage (real or personal) arising out of or related to these Hazardous Materials, (iii) any lawsuit brought or threatened, settlement reached or government order related to these Hazardous Materials, (iv) the cost of removal of Hazardous Materials from any portion of the Premises, (v) taking necessary precautions to protect against the release of Hazardous Materials on or affecting the Premises, (vi) complying with all Environmental Laws and/or (vii) any violation of Environmental Laws or requirements of JGB Agent, which are in any way related to Hazardous Materials including, without limit, attorneys and consultants’ fees (the attorneys and consultants to be selected by JGB Agent), investigation and laboratory fees and environmental studies required by JGB Agent (whether prior to foreclosure, or otherwise). Upon the request of JGB Agent, the Mortgagor and any other guarantor shall execute a separate indemnity consistent with this paragraph; (c) the Mortgagor has never received any notice (“Environmental Complaint”) of any potential violation of Environmental Laws with respect to the Mortgagor or the Premises (and, within five (5) days of receipt of any Environmental Complaint, the Mortgagor shall give JGB Agent a copy of it), and to the best of the Mortgagor’s knowledge, there have been no actions commenced or threatened by any party with respect to the Mortgagor or the Premises for noncompliance with any Environmental Laws; (d) In the event this Mortgage is foreclosed or the Mortgagor tenders a deed in lieu of foreclosure, the Mortgagor shall deliver the Premises to JGB Agent, purchaser or grantee, as the case may be, free of Hazardous Materials in violation of Environmental Laws so that the condition of the Premises shall not be a violation of any Environmental Laws; (e) Upon ten (10) days’ notice to the Mortgagor (except in an emergency or where not practical under applicable law, in which case notice is waived), and without limitation of JGB Agent’s other rights under this Mortgage or elsewhere, JGB Agent has the right, but not the obligation, to enter on the Premises and to take those actions as it deems appropriate to investigate or test for, clean up, remove, resolve, minimize the impact of or advise governmental agencies of the possible existence of any Hazardous Materials upon JGB Agent’s receipt of any notice from any source asserting the existence of any Hazardous Materials or an Environmental Complaint pertaining to the Premises which, if true, could result in an order, suit or other action against the Mortgagor or any part of the Premises which, in the sole opinion of JGB Agent, could jeopardize its security under this Mortgage. Any such actions conducted by JGB Agent shall be solely for the benefit of and to protect the interests of JGB Agent and shall not be relied upon Mortgagor or any third party for any purpose. By conducting any such actions, JGB Agent does not assume control over the environmental affairs or operations of the Mortgagor nor assume any liability of the Mortgagor or any third party; (f) The provisions of this paragraph 26 shall be in addition to all other obligations and liabilities the Mortgagor may have to JGB Agent at common law or pursuant to any other agreement, and shall survive (i) the repayment of the Indebtedness, (ii) the satisfaction of all other obligations of the Mortgagor under this Mortgage and under the other Note Documents, (iii) the discharge of this Mortgage, and (iv) the foreclosure of this Mortgage or acceptance of a deed in lieu of foreclosure; and (g) For purposes of this Mortgage, (i) “Hazardous Materials” means each and all of the following: hazardous materials and/or substances as defined in any Environmental Law, asbestos, petroleum, petroleum by-products, natural gas, flammable explosives, radioactive materials, and toxic materials, and (ii) “Environmental Laws” mean any and all federal, state, local or other laws (whether under common law, by legislative action or otherwise), rules, policies, ordinances, directives, orders, statutes, or regulations an object of which is to regulate or improve health, safety, or the environment.

27. Waiver of Marshalling. In the event of foreclosure of this Mortgage or the enforcement by JGB Agent of any other rights and remedies under this Mortgage, the Mortgagor waives any right otherwise available in respect to marshalling of assets which secure the Obligations or to require JGB Agent or any Purchaser to pursue its remedies against any other assets or any other party which may be liable for any of the Obligations.

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28. Reinstatement of Mortgage. If any payment to JGB Agent on any of the Obligations is wholly or partially invalidated, set aside, declared fraudulent, or required to be repaid to the Mortgagor or anyone representing the Mortgagor or the Mortgagor’s creditors under any bankruptcy or insolvency act or code, under any state or federal law, or any common law or equitable principles, then this Mortgage shall remain in full force and effect or be reinstated, as the case may be, until payment in full to the Purchasers of the repaid amounts, and of the Obligations. If this Mortgage must be reinstated, the Mortgagor agrees to execute and deliver to JGB Agent new mortgages, if necessary, in form and substance acceptable to JGB Agent, covering the Property.

29. Miscellaneous. The paragraph headings used in this Mortgage are for convenience only and shall not be used in the interpretation hereof. All persons signing this Mortgage on behalf of a corporation, partnership, trust or other entity warrant to JGB Agent and Purchasers that they are duly and properly authorized to execute this Mortgage. Nothing in this Mortgage shall waive or restrict any right of JGB Agent granted in any other document or by law. No delay on the part of JGB Agent in the exercise of any right or remedy shall operate as a waiver. No single or partial exercise by JGB Agent of any right or remedy shall preclude any other future exercise of that right or remedy or the exercise of any other right or remedy. No waiver or indulgence by JGB Agent of any default shall be effective unless in writing and signed by JGB Agent, nor shall a waiver on one occasion be construed as a bar to or waiver of that right on any future occasion. Acceptance of partial or late payments owing on any of the Obligations at any time shall not be deemed a waiver of any default. All rights, remedies and security granted to JGB Agent herein are cumulative and in addition to other rights, remedies or security which may be granted elsewhere or by law. Any inspection, audit, appraisal or examination of the Property by or on behalf of JGB Agent shall be solely for its benefit and shall not create any duty or obligation to the Mortgagor or any other person. Whenever possible, each provision of this Mortgage shall be interpreted in such manner as to be effective and valid under applicable law. If any provision hereof shall be declared invalid or illegal it shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of the provision or the remaining provisions of this Mortgage. Notice from JGB Agent to the Mortgagor, if mailed, shall be deemed given when mailed to the Mortgagor, postage prepaid, at the Mortgagor’s address set forth at the beginning of this Mortgage or at any other address of the Mortgagor in the records of JGB Agent. JGB Agent may assign (or sell participations) in the Obligations and any reference to JGB Agent shall include any holder of the Obligations and any holder shall succeed to JGB Agent’s rights under this Mortgage. This Mortgage shall bind the respective heirs, personal representatives, successors and assigns of the Mortgagor. If any payment applied by the Purchasers to the Obligations is subsequently set aside, recovered, rescinded or otherwise required to be returned or disgorged by the Purchasers for any reason (pursuant to bankruptcy proceedings, fraudulent conveyance statutes, or otherwise), the Obligations to which the payment was applied shall for the purposes of this Mortgage be deemed to have continued in existence, notwithstanding the application, and shall be secured by this Mortgage as fully as if the Purchasers had not received and applied the payment.

30. Governing Law. This Mortgage was negotiated in the State of New York, which State the parties agree has a substantial relationship to the parties and to the underlying transaction embodied hereby, and in all respects, including matters of construction, validity and performance, this Mortgage and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed in such State and any applicable law of the United States of America, except that at all times the provisions for the creation, perfection, and foreclosure/enforcement of the liens and security interests created pursuant hereto shall be governed by and construed according to the law of the State of Michigan, it being understood that, to the fullest extent permitted by law, Mortgagor hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs this Mortgage.

31. Joint and Several Obligations. If two or more persons execute this Mortgage as the Mortgagor, the obligations and grants of liens of such persons herein shall be joint, several, and individual.

32. WAIVER OF JURY TRIAL. MORTGAGOR AND JGB AGENT EACH HEREBY KNOWINGLY AND VOLUNTARILY, WITHOUT COERCION, WAIVE ALL RIGHTS TO A TRIAL BY JURY OF ALL DISPUTES BETWEEN THEM ARISING OUT OF THIS MORTGAGE, ANY OF THE OBLIGATIONS, OR ANY ALLEGED ACT OR NEGLECT OF ANY ONE OR MORE OF JGB AGENT OR ANY PURCHASER.

33. Interest Rate. The Obligations shall bear interest at a rate or rates set forth in the Note Purchase Agreement, which rate or rates are fixed as provided in the Note Purchase Agreement. Reference is made to the Note and the Note Purchase Agreement, the terms of which are incorporated herein in the same manner as if originally set forth herein.

(signature page follows)

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IN WITNESS WHEREOF, the Mortgagor has executed this Mortgage on the day and year first above written.

ALLIANCE CLOUD SERVICES, LLC, a Delaware limited liability company
By: Alliance Cloud Management, LLC, its manager
By: AC Management, Inc., its managing member
By: ________________________________
Name: Jay Looney<br><br> <br>Title: Chief Executive Officer
STATE OF______________________________ )
---	---
	)SS:
COUNTY OF __________________________	)

Acknowledged before me in _____________________ County, ____________________ this ____ day of _______________, 2025, by Jay Looney, who is personally known to me or who provided her/his driver’s license as identification.

__________________________________________<br><br> <br>Name: ____________________________________<br><br> <br>Notary Public,<br> ___________ of _______,<br><br> <br>County of _____________<br><br> <br>My Commission expires: ______________________<br><br> <br>Acting in the County of ___________________

This instrument drafted by and after

recording return to:

Haynes and Boone, LLP.

30 Rockefeller Plaza, 26th Floor

New York, NY 10112

Attention: Greg Kramer, Esq.

Exhibit 10.4

SUBORDINATION AGREEMENT

This Subordination Agreement (this “Agreement”) is made as of December 2, 2025, by and among Ault Lending, LLC (f/ka/ Digital Power Lending, LLC), a California limited liability company, having an address at 11411 Southern Highlands Pkwy, #240, Las Vegas, Nevada 89141 (“Subordinated Lender”), Alliance Cloud Services, LLC, a Delaware limited liability company (the “Obligor”) and JGB Collateral, LLC, a Delaware limited liability company, having an address at 246 Post Road East, 2^nd^ Floor, Westport, CT 06880, in its capacity as collateral agent (“Agent”) for the Senior Lenders (as defined below).

Recitals

A. The Obligor has requested and/or obtained certain loans or other credit accommodations from the Senior Lenders or is otherwise indebted to the Senior Lenders (which loans, credit accommodations and debts are or may be from time to time be secured by assets and property of the Obligor, including the real property commonly known as 415 E. Prairie Ronde St., & 404 Louise Ave., Dowagiac, MI 49047 (the “Property”)) pursuant to the terms of: (i) the Note Purchase Agreement (the “Note Purchase Agreement” and capitalized terms used herein but not defined herein shall have the respective meanings give such terms in the Note Purchase Agreement), dated as of the date hereof, by and among (1) Hyperscale Data, Inc., a Delaware corporation, as issuer (2) the Obligor, as a guarantor, (3) the other Note Parties party thereto, (4) JGB Capital, LP, JGB Partners, LP and JGB Capital Offshore Ltd., as purchasers of the Notes (collectively, the “Senior Lenders”), and (5) the Agent; (ii) the Notes issued to the Senior Lenders pursuant to the Note Purchase Agreement, (iii) the Second Priority Future Advance Mortgage (the “Second Priority Mortgage”), dated as of the date hereof, by and between the Obligor, as mortgagor, and the Agent, as mortgagee; and (iv) each other Note Document executed by the Obligor in favor or for the benefit of the Senior Lenders and/or the Agent (the agreements described in clauses (i) through (iv), the “Senior Loan Documents”).

B. Subordinated Lender has extended loans or other credit accommodations to the Obligor or the Obligor is otherwise indebted to the Subordinated Lender pursuant to one more promissory notes, loan agreements, evidences of indebtedness and security instruments, including, without limitation a Mortgage executed by the Obligor to the Subordinated Lender dated January 29, 2021, and recorded on February 4, 2021, in the recording office for the County of Cass, City of Dowagiac, Michigan (Liber 1189, Page 1675) (the “Subordinated Mortgage” and collectively with such other promissory notes, loan agreements, evidences of indebtedness and other security instruments, the “Subordinated Loan Documents”).

C. Subordinated Lender is willing to subordinate: (i) all of the Obligor’s indebtedness and obligations to Subordinated Lender pursuant to the Subordinated Loan Documents, including, without limitation, all interest, premium payments, make-wholes and other obligations and

liabilities arising thereunder whatsoever, whether presently existing or arising in the future (the “Subordinated Debt”) to all of the Obligor’s indebtedness and obligations under the Senior Loan Documents, including, without limitation, all interest, premium payments, make-wholes and other obligations and liabilities whatsoever, to the Senior Lenders; and (ii) all of Subordinated Lender’s security interests, if any, in the Property, to all of the Senior Lenders’ security interests in the Property.

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NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Subordinated Lender hereby subordinates any security interest and/or lien that Subordinated Lender may have in the Property (the “Junior Liens”) to the security interest and/or liens that Senior Lenders and the Agent now or hereafter after acquires in the Property (the “Senior Liens”). Notwithstanding the respective dates of attachment or perfection of the Junior Liens and the Senior Liens, the Senior Liens shall at all times be prior and senior to the Junior Liens. The legal description and tax numbers of the Property are set forth on Exhibit A attached hereto.

2. All Subordinated Debt is subordinated in right of payment to all obligations of the Obligor to the Senior Lenders and the Agent, now existing or hereafter arising, under the Senior Loan Documents together with all costs of collecting such obligations, including, without limitation, all accrued and unpaid interest, original issue discount, all premium payments, make-whole payments, exit charges, interest accruing after the commencement by or against the Obligor of any bankruptcy, reorganization or similar proceeding, attorneys’ fees, reimbursement obligations, and all other obligations and liabilities of the Obligor arising under the Senior Loan Documents (the “Senior Debt”).

3. Subordinated Lender will not demand or receive from the Obligor (and Obligor will not pay to Subordinated Lender) all or any part of the Subordinated Debt, by way of payment, prepayment, setoff, lawsuit or otherwise, whether in cash or in kind, nor will Subordinated Lender exercise any remedy with respect to the Subordinated Debt or the Junior Liens, nor will Subordinated Lender commence, or cause to commence, prosecute or participate in any administrative, legal or equitable action against any Obligor, for so long as any portion of the Senior Debt remains outstanding. For the avoidance, Subordinated Lender shall not exercise any remedy under or otherwise seek to enforce any term or provision of the Subordinated Mortgage or the Subordinated Loan Documents for so long as any portion of the Senior Debt remains outstanding.

4. Subordinated Lender shall promptly deliver to the Senior Lenders in the form received (except for endorsement or assignment by Subordinated Lender where required by the Senior Lenders) for application to the Senior Debt any payment, distribution, security or proceeds received by Subordinated Lender with respect to the Subordinated Debt other than in accordance with this Agreement.

5. In the event of the Obligor’s bankruptcy, insolvency, reorganization or any case or proceeding under any bankruptcy or insolvency law or laws relating to the relief of debtors, these provisions shall remain in full force and effect, and the Senior Lenders’ claims against the Obligor shall be paid in full before any payment is made to the Subordinated Lender.

6. Senior Lenders and the Agent shall have the exclusive right to enforce rights, exercise remedies in respect of the Senior Debt and the Senior Liens (including set-off and the right to credit bid the Senior Debt) and make determinations regarding the release, disposition, or restrictions with respect to any collateral for the Senior Debt, including the Property (the “Collateral”) without any notice to, consultation with or consent of the Subordinated Lender. Subordinated Lender will, in connection with the Senior Lenders’ and Agents’ exercise of their rights and remedies under the Senior Loan Documents, immediately, upon the written request of Senior Lenders, release any Junior Lien in any Collateral, including the Property. Senior Lenders may enforce the provisions of the Senior Loan Documents and exercise remedies thereunder in such order and in such manner as it may determine in its sole discretion and such exercise and enforcement shall include the rights to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction, of a secured creditor under Title 11 of the United States Code (the “Bankruptcy Code”) and under other applicable law.

7. Subordinated Lender will not object to the forbearance by Senior Lenders from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to all or any part of the Collateral, including the Property.

8. Subordinated Lender agrees that it will not support or vote in favor of any plan of reorganization in any bankruptcy, insolvency or similar proceeding unless such plan either (x) results in the Senior Debt being paid in full in cash on the effective date of such plan, (y) is accepted by the class of holders of the Senior Debt voting thereon and is supported by the Senior Lenders or (z) incorporates this Agreement by reference and continues the rights and priorities of the Senior Lenders and Subordinated Lender after the effective date of such plan.

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9. For so long as any of the Senior Debt remains unpaid, Subordinated Lender irrevocably appoints Agent as Subordinated Lender’s attorney-in-fact, and grants to Agent a power of attorney with full power of substitution, in the name of Subordinated Lender or in the name of the Agent, for the use and benefit of the Senior Lenders, without notice to Subordinated Lender, to perform at Agent’s option the following acts in any bankruptcy, insolvency or similar proceeding involving the Obligor:

(i) To file the appropriate claim or claims in respect of the Subordinated Debt on behalf of Subordinated Lender if Subordinated Lender does not do so prior to 30 days before the expiration of the time to file claims in such proceeding and if Agent elects, in its sole discretion, to file such claim or claims; and

(ii) To accept or reject any plan of reorganization or arrangement on behalf of Subordinated Lender and to otherwise vote Subordinated Lender’s claims in respect of any Subordinated Debt in any manner that the Agent deems appropriate for the enforcement of its rights hereunder.

10. In the event of the Obligor’s bankruptcy, insolvency, reorganization or any case or proceeding, arrangement or transaction under any federal or state bankruptcy or insolvency law or similar laws or proceedings involving the Obligor, for so long as any of the Senior Debt remains unpaid, if the Senior Lenders shall seek to provide the Obligor with any financing under Section 364 of the Bankruptcy Code, or the Senior Lenders support or consent to such financing provided by a third party, or consents to any order for the use of cash collateral under Section 363 of the Bankruptcy Code (each, a “DIP Financing” or “Cash Collateral Use”), with such DIP Financing or Cash Collateral Use to be secured by all or any portion of the Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign laws relating to the relief of debtors) would be Collateral), then Subordinated Lender agrees that it will not raise any objection and will not support, directly or indirectly, any objection to such DIP Financing or Cash Collateral Use nor object to the liens or claims granted in connection therewith on any grounds, including a failure to provide “adequate protection” for the liens, if any, securing any Subordinated Debt (and will not request any adequate protection as a result of such DIP Financing or Cash Collateral Use, and will not support any debtor-in-possession financing or Cash Collateral Use which would compete with such DIP Financing or Cash Collateral Use which is provided to or consented to by the Senior Lenders). In addition, Subordinated Lender agrees that it will not provide nor seek to provide or support any debtor-in-possession financing without the prior written consent of the Senior Lenders and the Agent.

11. No amendment of the Subordinated Loan Documents shall directly or indirectly modify the provisions of this Agreement in any manner which might terminate or impair the subordination of the Subordinated Debt or the subordination of the Junior Liens. In addition, such instruments shall not be amended in any manner adverse to the Senior Lenders without the prior written consent of the Senior Lenders. For the avoidance of doubt, any amendment that increases the principal amount of the Subordinated Debt, increases the rate of interest payable thereon, advances the maturity date of the Subordinated Date to a date that is earlier than the current maturity date thereof, or imposes more burdensome conditions on the Obligor shall be deemed adverse to the Senior Lenders.

12. This Agreement shall remain effective for so long as any Senior Lender has any obligation to make credit extensions to the Obligor or the Obligor owes any amounts to any Senior Lender or the Agent on account of the Senior Debt or the Senior Liens. If, at any time after payment in full of the Senior Debt any payments of the Senior Debt must be disgorged by the Senior Lenders for any reason (including, without limitation, the bankruptcy of the Obligor), this Agreement and the relative rights and priorities set forth herein shall be reinstated as to all such disgorged payments as though such payments had not been made and Subordinated Lender shall immediately pay over to the Senior Lenders all payments received with respect to the Subordinated Debt to the extent that such payments would have been prohibited hereunder. At any time and from time to time, without notice to Subordinated Lender, the Senior Lenders may take such actions with respect to the Senior Debt as the Senior Lenders in their sole discretion, may deem appropriate, including, without limitation, terminating advances to the Obligor, increasing the principal amount (which may include any DIP Financing), extending the time of payment, increasing applicable interest rates, renewing, compromising or otherwise amending the terms of any documents affecting the Senior Debt and any Collateral (including the Property), and enforcing or failing to enforce any rights against the Obligor or any other person. No such action or inaction shall impair or otherwise affect the Senior Lenders’ or the Agent’s rights hereunder.

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13. This Agreement shall bind any successors or assignees of a Subordinated Lender and shall benefit any successors or assigns of the Senior Lenders and/or the Agent. This Agreement is solely for the benefit of Subordinated Lender, the Senior Lenders and the Agent and not for the benefit of the Obligor or any other party. Subordinated Lender has not assigned or transferred any of the Subordinated Debt, any interest therein or any collateral or security pertaining thereto and will not assign or transfer the same to any person unless such transferee has entered into a subordination agreement in respect of the Subordinated Debt in form and substance reasonably satisfactory to Senior Lenders and the Agent.

14. Subordinated Lender hereby waives the right to assert any claim or cause of action to avoid any transfer to the Senior Lenders contemplated by and made pursuant to the Senior Loan Documents that may exist by virtue of any federal or state statute providing for such avoidance.

15. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. This Agreement was negotiated in the State of New York, which State the parties agree has a substantial relationship to the parties and to the underlying transaction embodied hereby, and in all respects, including matters of construction, validity and performance, this Agreement and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed in such State and any applicable law of the United States of America.

17. This Agreement represents the entire agreement with respect to the subject matter hereof, and supersedes all prior negotiations, agreements and commitments. Subordinated Lender is not relying on any representations by the Senior Lenders or the Obligor in entering into this Agreement, and Subordinated Lender has kept and will continue to keep itself fully apprised of the financial and other condition of the Obligor. This Agreement may be amended only by written instrument signed by Subordinated Lender, the Senior Lenders and the Agent. The Subordinated Lender has reviewed and is familiar with the Senior Loan Documents.

[signature pages follow]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

“Senior Lenders”
JGB CAPITAL, LP
By:
Name:	Brett Cohen
Title:	President

STATE OF CONNECTICUT )

)SS:

COUNTY OF FAIRFIELD )

Acknowledged before me in Fairfield County, Connecticut this ____ day of November, 2025, by Brett Cohen the President of JGB Capital, LP a Delaware Limited Partnership, who is personally known to me or who provided her/his driver’s license as identification.

_______________________________________________________________ Name: __________________________________________________________ Notary Public, _____________________ of _____________, County of ______________________________ My Commission expires: ____________________________________________ Acting in the County of __________________________________

This instrument drafted by and after

recording return to:

Haynes and Boone, LLP,

30 Rockefeller Plaza, 26^th^ Floor

New York, NY 10112

Attention: Greg Kramer, Esq.

[Senior Lender and Agent Signature Pages to Subordination Agreement]

JGB PARTNERS, LP
By:
Name:	Brett Cohen
Title:	President

STATE OF CONNECTICUT )

)SS:

COUNTY OF FAIRFIELD )

Acknowledged before me in Fairfield County, Connecticut this ____ day of November, 2025, by Brett Cohen the President of JGB Partners, LP a Delaware Limited Partnership, who is personally known to me or who provided her/his driver’s license as identification.

This instrument drafted by and after

recording return to:

Haynes and Boone, LLP,

30 Rockefeller Plaza, 26^th^ Floor

New York, NY 10112

Attention: Greg Kramer, Esq.

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| --- | | JGB CAPITAL OFFSHORE LTD. | | | --- | --- | | By: | | | Name: | Brett Cohen | | Title: | President |

STATE OF CONNECTICUT )

)SS:

COUNTY OF FAIRFIELD )

Acknowledged before me in Fairfield County, Connecticut this ____ day of November, 2025, by Brett Cohen the President of JGB Capital Offshore Ltd, a Cayman Islands Company limited partnership, who is personally known to me or who provided her/his driver’s license as identification.

This instrument drafted by and after

recording return to:

Haynes and Boone, LLP,

30 Rockefeller Plaza, 26^th^ Floor

New York, NY 10112

Attention: Greg Kramer, Esq.

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| --- | | AGENT: | | | --- | --- | | JGB COLLATERAL LLC, as collateral agent | | | By: | | | Name: | Brett Cohen | | Title: | President |

STATE OF CONNECTICUT )

)SS:

COUNTY OF FAIRFIELD )

Acknowledged before me in Fairfield County, Connecticut this ____ day of November, 2025, by Brett Cohen the President of JGB Collateral LLC a Delaware Limited Liability Company, who is personally known to me or who provided her/his driver’s license as identification.

This instrument drafted by and after

recording return to:

Haynes and Boone, LLP,

30 Rockefeller Plaza, 26^th^ Floor

New York, NY 10112

Attention: Greg Kramer, Esq.

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| --- | | “OBLIGOR” | | | --- | --- | | ALLIANCE CLOUD SERVICES, LLC, a Delaware limited liability company | | | By: Alliance Cloud Management, LLC, its manager | | | By: AC Management, Inc., its managing member | | | By: | | | Name: | Jay Looney | | Title: | Chief Executive officer |

STATE OF )

)SS:

COUNTY OF )

Acknowledged before me in _____________________ County,____________________ this ____ day of November, 2025, by ________________, the __________ of _________________, a ______________________, who is personally known to me or who provided her/his driver’s license as identification.

This instrument drafted by and after

recording return to:

Haynes and Boone, LLP,

30 Rockefeller Plaza, 26^th^ Floor

New York, NY 10112

Attention: Greg Kramer, Esq.

[Obligor’s Signature Page to Subordination Agreement]

“Subordinated Lender”
AULT LENDING, LLC
By:
Name:
Title:

STATE OF )

)SS:

COUNTY OF )

This instrument drafted by and after

recording return to:

Haynes and Boone, LLP,

30 Rockefeller Plaza, 26^th^ Floor

New York, NY 10112

Attention: Greg Kramer, Esq.

[Subordinated Lender Signature Page to Subordination Agreement]