Material Agreement Form 8 K

On October 2, 2024 (the "Execution Date"), Third Avenue Apartments LLC, ("Third Avenue") a wholly owned indirect subsidiary of Hyperscale Data, Inc. (the "Company") entered into a contract of sale (the "Agreement") with a third party (the "Purchaser"). Pursuant to the Agreement, Third Avenue agreed to sell to the Purchaser the real estate property in St. Petersburg, Florida (the "Property") for $13.2 million (the "Purchase Price"). The closing of the sale of the Property is expected to occur on or before December 31, 2024, subject to the completion of due diligence and the satisfaction of various closing conditions set forth in the Agreement. The Purchaser has the right to terminate the Agreement for any or no reason within 60 days of the Execution Date. The Company is obligated to pay $11 million of the Purchase Price into the segregated account for the benefit of its senior secured lenders, pursuant to the loan and guaranty agreement, dated as of December 14, 2023, entered into, by among others, Third Avenue and the Company (the "Secured Loan"), in order to release the Property from the Secured Loan.

The foregoing description of the terms of the Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the Form of Agreement, which is annexed here as Exhibit 10.1 and is incorporated herein by reference.