Material Agreement Form 8 K

On November 13, 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 95 shares of Series C convertible preferred stock (the "Series C Convertible Preferred Stock"), and warrants (the "Series C Warrants") to purchase 28,086 shares (the "Warrant Shares") of the Company's common stock to the Purchaser, for a purchase price of $95,000. On November 15, 2024, the Company, pursuant to the Agreement, sold 735 shares of Series C Convertible Preferred Stock and Series C Warrants to purchase 217,295 Warrant Shares to the Purchaser, for a purchase price of $730,000. As of November 15, 2024, the Purchaser has purchased an aggregate of 46,530 shares of Series C Convertible Preferred Stock and Series C Warrants to purchase an aggregate of 13,756,099 Warrant Shares, for an aggregate purchase price of $46.53 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.