AULT.US Exchange Offer

Ault Alliance, Inc. is offering to exchange up to 333,333,333 shares of its outstanding Class A Common Stock, par value $0.001 per share for its 10.00% Series H Cumulative Redeemable Perpetual Preferred Stock, with each 200 shares of Common Stock being exchangeable in the Offer for three shares of Series H Preferred Stock having a liquidation preference of $10.00 per share of Series H Preferred Stock (an effective price of $0.15 per share of Common Stock).The aggregate liquidation preference of the Series H Preferred Stock issued to all tendering stockholders in the Offer will not exceed $50,000,000, upon the terms and subject to the conditions set forth in this Offer to Exchange. To avoid issuing fractional shares, the Offer is structured in increments of 200 shares of Common Stock such that every 200 shares of Common Stock is exchangeable into three shares of Series H Preferred Stock.

Common Stock may only be tendered in increments of 200 shares.

The terms of the offer are as follows (subject to proration):

Option 1: Take no action

Option 2: EXCHANGE SHARES - 200 SHRS OF CS FOR 3 SHRS OF SERIES H PREF ST (elections in increments of 200 AULT shares)

The deadline to tender shares to the offer will be 10/05/2023@ 16:00 (HONG KONG TIME GMT+8).

In the absence of an election, no action will be taken.

Please fill in the following information and use the registered email address of Futu to send an email to cs@futuhk.com.

1. Account Number –
2. Name - (In Chinese or English)
3. Stock code – AULT.US
4. Options - (1) or (2)
5. Number of shares participating in corporate actions -

Note to applicants:
1. If shareholders holding 1 share or less of AULT.US, they cannot participate in related corporate actions.
2. Option 1 is the default option. We will help clients to choose option 1 if have not received clients’ emails.
3. Once the relevant application is submitted, the stocks participating in the company's actions cannot be traded and the application cannot be withdrawn.
4. This corporate action does not accept additional applications, the maximum number of applications that a client can apply for does not exceed the number of eligible shares it holds.
5. The pending orders and unsettled shares will not be accepted for the time being.
6. Please confirm that the account funds are sufficient to pay the relevant fees of this corporate action. Otherwise, we will not bear any responsibility for the failure of your application.
7. If there is any update, all the information released by the listed company
shall prevail.

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