Material Agreement Form 8 K

On October 10, 2024, Hyperscale Data, Inc., a Delaware corporation (the "Company"), pursuant to the Securities Purchase Agreement (the "Agreement") entered into with Ault & Company, Inc., a Delaware corporation (the "Purchaser") on November 6, 2023 (the "Execution Date"), sold 500 shares of Series C convertible preferred stock (the "Series C Convertible Preferred Stock"), and warrants (the "Series C Warrants") to purchase 147,820 shares (the "Warrant Shares") of the Company's common stock to the Purchaser, for a purchase price of $500,000. As of October 16, 2024, the Purchaser has purchased an aggregate of 45,150 shares of Series C Convertible Preferred Stock and Series C Warrants to purchase an aggregate of 13,348,116 Warrant Shares, for an aggregate purchase price of $45.15 million. The Agreement provides that the Purchaser may purchase up to $75 million of Series C Convertible Preferred Stock and Series C Warrants in one or more closings.

The Purchaser is an affiliate of the Company. The material terms of the Agreement, Series C Convertible Preferred Stock and the Series C Warrants were described in the Form 8-K filed with the Securities and Exchange Commission on November 7, 2023 and are incorporated herein by reference.