TOGI · TurnOnGreen, Inc.

The common stock was purchased by the reporting person in open market transactions on the transaction date, with a volume weighted average purchase price of $0.0066. The range of purchase prices on the transaction date was $0.0064 to $0.0066 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.

Ault Lending, LLC is a wholly-owned subsidiary of Hyperscale Data, Inc. (formerly, Ault Alliance, Inc.) ("HDI").

Ault Lending, LLC is a wholly-owned subsidiary of Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) ("AAI").

The transaction is the receipt of 13,320 warrants by the reporting person, for no consideration, in a distribution by Ault Alliance, Inc. to its stockholders.

The transaction is the receipt of 12,400 shares of common stock by the reporting person, for no consideration, in a distribution by Ault Alliance, Inc. to its stockholders.

The transaction is the receipt of 12,400 warrants by the reporting person, for no consideration, in a distribution by Ault Alliance, Inc. to its stockholders.

The transaction is the receipt of 13,320 shares of common stock by the reporting person, for no consideration, in a distribution by Ault Alliance, Inc. to its stockholders.

The transaction is the receipt of 9,040 shares of common stock by the reporting person, for no consideration, in a distribution by Ault Alliance, Inc. to its stockholders.

The transaction is the receipt of 9,040 warrants by the reporting person, for no consideration, in a distribution by Ault Alliance, Inc. to its stockholders.

Ault Lending is a wholly-owned subsidiary of BitNile Holdings, Inc. ("BH"). Mr. Ault, the Executive Chairman of BH, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

Ault Lending, LLC, formerly known as Digital Power Lending, LLC ("Ault Lending"), converted the entire principal and accrued interest of the Convertible Promissory Note into 10,990,142 shares of the Issuer's common stock at a conversion price of $0.01 per share. The original principal amount of the Convertible Promissory Note was $101,528.77, accrued interest at 10% per annum, and had a maturity date of December 15, 2023.

Ault Lending is a wholly-owned subsidiary of BitNile Holdings, Inc. ("BH"). Mr. Ault, the Executive Chairman of BH, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

Ault Lending, LLC, formerly known as Digital Power Lending, LLC ("Ault Lending"), converted the entire principal and accrued interest of the Convertible Promissory Note into 10,990,142 shares of the Issuer's common stock at a conversion price of $0.01 per share. The original principal amount of the Convertible Promissory Note was $101,528.77, accrued interest at 10% per annum, and had a maturity date of December 15, 2023.

Ault Lending is a wholly-owned subsidiary of BitNile Holdings, Inc. ("BH"). Mr. Ault, the Executive Chairman of BH, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

The common stock was purchased by the reporting person in open market transactions on the transaction date, with a volume weighted average purchase price of $0.2528. The range of purchase prices on the transaction date was $0.252 to $0.255 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price.

Ault Lending is a wholly-owned subsidiary of BitNile Holdings, Inc. ("BH"). Mr. Ault, the Executive Chairman of BH, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.

Each share of Series A Preferred Stock has a stated value of $1,000 and is convertible into such number of shares of the Issuer's common stock equal to the stated value divided by eighty percent (80%) of the volume weighed average price ("VWAP") of the Issuer's common stock over the 10 trading days immediately preceding the date of conversion.

The shares of Series A Preferred Stock were issued in connection with the closing of the transaction whereby (i) the Issuer acquired 100% of the outstanding shares of TurnOnGreen, Inc. ("TOGI") from BH and (ii) BH eliminated all of the intercompany accounts between itself and TOGI evidencing historical equity investments made by BH to TOGI, in the amount of $36,643,580 (the "Acquisition").

The Series A Preferred Stock is convertible as long as it remains outstanding.

The number of shares issuable upon conversion will fluctuate based upon the VWAP during the prior 10 trading days immediately preceding the date of conversion. As of September 8, 2022, the date of issuance of the Series A Preferred Stock, they were convertible into approximately 159,520,163 shares of the Issuer's common stock. Does not include any shares of the Issuer's common stock that are issuable, at the Issuer's option, in lieu of payment in cash of the dividend that accrues at 8% per annum.

Digital Power Lending, LLC ("DPL") is a wholly-owned subsidiary of BitNile Holdings, Inc. ("BH"). Mr. Ault, the Executive Chairman of BH, is deemed to have voting and investment power with respect to the securities held of record by DPL.

The warrant is expected to have an exercise price of 125% of the Issuer's VWAP during the 10 trading days prior to the initial date of exercise, which is the date when the Issuer's common stock begins trading on a national stock exchange or market. However, the warrant will not be exercisable by BH, but only BH's stockholders after distribution.

The number of warrants will be approximately 140,000,000 and will equal the number of shares of Common Stock that BH distributes to its stockholders.

The warrant is being issued in connection with the closing of the Acquisition.

The date when the Issuer's common stock begins trading on a national stock exchange or market.

The warrant will expire five years after the initial date of exercise.

The number of shares issuable upon exercise of the warrant will be approximately 140,000,000 and will equal the number of warrants issued.

Digital Power Lending, LLC ("DPL") is a wholly-owned subsidiary of BitNile Holdings, Inc. ("BH"). Mr. Ault, the Executive Chairman of BH, is deemed to have voting and investment power with respect to the securities held of record by DPL.

Digital Power Lending, LLC ("DPL") is a wholly-owned subsidiary of BitNile Holdings, Inc. ("BH"). Mr. Ault, the Executive Chairman of BH, is deemed to have voting and investment power with respect to the securities held of record by DPL.