Exhibit 10.1

EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (this “Agreement”), is dated as of July 28, 2023, by and between Ault Alliance, Inc., a Delaware corporation (the “Company”), ____________ and ___________________ (“the “Investors”).

RECITALS:

WHEREAS, on March 28, 2023 each of the Investors surrendered for cancellation their 10% Secured OID Promissory Notes (the “Prior Notes”) originally in the principal amount of $5,500,000 each to the Company in connection with their entry into a Securities Purchase Agreement (the “SPA”) with the Company.

WHEREAS, pursuant to the SPA, the Investors used the Prior Notes as consideration for the purchase of an aggregate of 100,000 shares of its preferred stock, with each such share having a stated value of $100.00 and consisting of (i) 83,000 shares of Series E Convertible Preferred Stock (the “Series E Preferred Stock”), (ii) 1,000 shares of Series F Convertible Preferred Stock (the “Series F Preferred Stock”) and (iii) 16,000 shares of Series G Convertible Preferred Stock (the “Series G Preferred Stock”).

WHEREAS, each of the Preferred Shares owned by __________ as of the date hereof consists of an aggregate stated value of $4,612,620.99 of Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock (the “__________ Preferred Stock”).

WHEREAS, each of the Preferred Shares owned by __________ as of the date hereof consists of an aggregate stated value of $4,611,791.41 of Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock (the “__________ Preferred Stock” and with the __________ Preferred Stock, the “Preferred Shares”).

WHEREAS, __________, as of the date hereof, is the holder of that certain demand note issued by AAI on May 29, 2023 with an outstanding principal amount equal to $887,379.01 (the “__________ Demand Note”).

WHEREAS, __________, as of the date hereof, is the holder of that certain demand note issued by AAI on May 29, 2023 with an outstanding principal amount equal to $888,208.59 (the “__________ Demand Note and with the __________ Demand Note, the “Demand Notes”).

WHEREAS, the Company and the Investors desire to enter into this Agreement, pursuant to which, among other things, __________ shall exchange the shares of __________ Preferred Stock and the __________ Demand Note and __________ shall exchange the shares of __________ Preferred Stock and the __________ Demand Note for new notes that will be similar to the Prior Notes (“Exchange Notes”).

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the Company and the each of the Investors hereby agrees as follows:

1.        Exchange of Preferred Shares Demand Notes for Exchange Notes. On the date hereof, each of the Investors shall, and the Company shall, exchange the Preferred Shares and the Demand Notes for the Exchange Notes without the payment of any additional consideration (the “Exchange”), as follows:

(a)       Delivery. In exchange for its receipt of the Preferred Shares, the Company shall, on the later to occur of (i) the date hereof, and (ii) its receipt of the originally executed Preferred Shares delivered to it by the Investors, issue to the Investors the Exchange Notes (the “Closing”). Promptly following the issuance of the Exchange Notes to the Investors, the Preferred Shares shall be cancelled and be of no further force or effect.

(b)       Mutual Release. Effective as of the time of consummation of the Exchange, each party hereto on behalf of itself and its affiliates (collectively, the “Releasing Parties”) hereby unconditionally release and forever discharge the other party hereto, including, but not limited to, all of such other party's present and former subsidiaries, affiliate companies, shareholders, officers, directors, employees, attorneys and agents, from any and all causes of action demands claims contracts, encumbrances, liabilities, obligations, expenses, losses, and rights of every nature and description, whether arising or pleaded in law or in equity, under contract, statute, tort or otherwise, whether known or unknown, whether accrued, potential, inchoate, liquidated, contingent or actual, asserted or that might have been asserted (“Claims”) which the Releasing Parties now have, have ever had or may hereafter have, accruing or arising contemporaneously with, or before the date hereof, based upon or arising out of the Preferred Shares.

(c)       Other Documents. The Company and the Investors shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary to effectuate the Exchange.

2.           Representations and Warranties.

(a)       __________ Representations and Warranties. __________ hereby represents and warrants to the Company that, as of the date hereof, __________ is the sole record and beneficial owner of the __________ Preferred Stock and will transfer and deliver to the Company at the Closing valid title to the __________ Preferred Stock, free from preemptive or similar rights, taxes, liens, charges and other encumbrances.

(b)       __________ Representations and Warranties. __________ hereby represents and warrants to the Company that, as of the date hereof, __________ is the sole record and beneficial owner of the __________ Preferred Stock and will transfer and deliver to the Company at the Closing valid title to the __________ Preferred Stock, free from preemptive or similar rights, taxes, liens, charges and other encumbrances.

(c)       Company Representations and Warranties. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement. The Exchange Notes and the issuance of the Exchange Notes have been duly authorized and upon issuance in accordance with the terms of this Agreement, the Exchange Notes will be validly issued, fully paid and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof. The Exchange Notes shall be issued with the restrictive legend prescribed by the Securities Act. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not result in a violation of the certificate of incorporation or other organizational documents of the Company.

3.           Miscellaneous.

(a)       Waivers. The waiver of a breach of this Agreement or the failure of any party hereto to exercise any right under this Agreement shall in no way constitute waiver as to future breach whether similar or dissimilar in nature or as to the exercise of any further right under this Agreement.

(b)       Amendment. This Agreement may be amended or modified only by an instrument of equal formality signed by the Parties or the duly authorized representatives of the respective Parties.

(c)       Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflict of laws. Any action, suit, or proceeding arising out of, based on, or in connection with this Agreement, any document relating hereto or delivered in connection with the transactions contemplated hereby, any statement, certificate, or other instrument delivered by or on behalf of, or delivered to, any party hereto or thereto in connection with the transactions contemplated hereby or thereby, any breach of this Agreement or such other document, or the other transactions contemplated hereby or thereby may be brought only in the state courts of the State of New York located in New York City, or in the United States District Court for the Southern District of New York and each party covenants and agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit, or proceeding, any claim that it is not subject personally to the jurisdiction of such court if it has been duly served with process, that its property is exempt or immune from attachment or execution, that the action, suit, or proceeding is brought in an inconvenient forum, that the venue of the action, suit, or proceeding is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address sin effect for notice under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The Company and the Investors waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs.

(d)       Assignment. This Agreement is not assignable except by operation of law, provided, however, that the Company may assign the Prior Notes to any of its affiliates.

(e)       Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed, shall constitute an original copy hereof, but all of which together shall consider but one and the same document.

[Signature Page Follows]

IN WITNESS WHEREOF, the Investors and the Company have duly executed this Agreement as of the date first written above.

COMPANY

__________

Exhibit 10.2

ASSIGNMENT AGREEMENT

This Assignment Agreement (the “Assignment”), dated as of July 28, 2023, by and between Ault Alliance, Inc., a Delaware corporation (the “Assignor”) and Ault & Company, Inc., a Delaware corporation (the “Assignee”).

WHEREAS, on July 28, 2023, the Assignor agreed to exchange certain issued and outstanding shares of Series E Preferred stock and Series F Preferred Stock for two identical 10% Secured OID Notes, each in in the principal face amount of $5,272,416.00 (the “Notes”) to each of ___________ and ____________ (the “Lenders”).

WHEREAS, the Assignor desires to assign both Notes to the Assignee, and the Assignee desires to acquire such Notes from the Assignor on the terms set forth in this Assignment.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Assignment, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

ASSIGNMENT

1.1       The Closing. Subject to the terms and conditions set forth in this Assignment, Assignor shall assign to Assignee its Notes and the Assignee shall acquire from the Assignor such Notes. The closing of the Assignment (the “Closing”) shall take place at the offices of the Assignor immediately following the execution hereof. The date of the Closing is hereinafter referred to as the “Closing Date.”

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1       Representations and Warranties of Assignor. Assignor hereby makes the following representations and warranties to the Assignee:

(a) Authorization; Enforcement. Assignor has the requisite power and authority to enter into and to consummate the transactions contemplated by this transaction and otherwise to carry out its obligations thereunder. The execution and delivery of each of the documents by the Assignor and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of Assignor and no further action is required thereby. Each of the documents contemplated by this transaction has been duly executed by Assignor and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms.

(b)       No Consents, Approvals, Violations or Breaches. Neither the execution and delivery of this Assignment by the Assignor, nor the consummation by Assignor of the transactions contemplated hereby, will (i) require any consent, approval, authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof applicable to Assignor, (ii) violate any statute, law, ordinance, rule or regulation of the United States, any state or any political subdivision thereof, or any judgment, order, writ, decree or injunction applicable to Assignor or any of Assignor’s properties or assets, the violation of which would have a material adverse effect upon Assignor, or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Assignor is a party or by which Assignor or any of Assignor’s properties or assets may be bound which would have a material adverse effect upon Assignor.

2.2       Representations and Warranties of Assignee. The Assignee represents and warrants to Assignor as follows:

(a)       Authorization; Enforcement. Assignee has the requisite power and authority to enter into and to consummate the transactions contemplated by this transaction and otherwise to carry out its obligations thereunder. The execution and delivery of each of the documents by the Assignee and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of Assignor and no further action is required thereby. Each of the documents contemplated by this transaction has been duly executed by Assignee and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Assignee enforceable against Assignee in accordance with its terms.

(b)        No Consents, Approvals, Violations or Breaches. Neither the execution and delivery of this Assignment by the Assignee, nor the consummation by the Assignee of the transactions contemplated hereby, will (i) require any consent, approval, authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof applicable to the Assignee, (ii) violate any statute, law, ordinance, rule or regulation of the United States any state or any political subdivision thereof, or any judgment, order, writ, decree or injunction applicable to the Assignee or any of his properties or assets, the violation of which would have a material adverse effect upon the Assignee, or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time or both would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Assignee is a party or by which the Assignee or any of his respective properties or assets may be bound which would have a material adverse effect upon the Assignee.

ARTICLE III

MISCELLANEOUS

3.1       Entire Agreement; Amendments. The Assignment contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

3.2       Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section prior to 6:30 p.m. (New York City time) on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Assignment later than 6:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) the Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

3.3       Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Assignment shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York County, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery). Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Assignment or the transactions contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of the documents contemplated herein, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

3.4       Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing.

3.5       Execution. This Assignment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.

3.6       No Waiver. The waiver by any party of the breach of any of the terms and conditions of, or any right under, this Assignment shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition or of any similar right. No such waiver shall be binding or effective unless expressed in writing and signed by the party giving such waiver.

3.7       Execution. This Assignment may be executed by facsimile signature and in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

3.8       Construction. The article and section headings contained in this Assignment are inserted for reference purposes only and shall not affect the meaning or interpretation of this Assignment.

3.9       Further Assurances. Each party will execute and deliver such further agreements, documents and instruments and take such further action as may be reasonably requested by the other party to carry out the provisions and purposes of this Assignment.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed by their respective authorized signatories as of the date first indicated above.

Exhibit 10.3

GUARANTY

GUARANTY, dated July 28, 2023, by Ault Alliance, Inc., a Delaware corporation, (the “Guarantor”), in favor of the holders of the 10% Secured OID Notes (the “Notes”) assumed by Ault & Company, a Delaware corporation (“A&C”).

WHEREAS, A&C is proposing to assume two Notes, each with a principal face amount of $5,272,416.00;

WHEREAS, as an inducement to prospective purchasers of the Notes, the Guarantor has agreed to guaranty all of A&C’s obligations under the Notes (collectively, the “Obligations”); and

WHEREAS, ____________ is acting as collateral agent (“Collateral Agent”) for the holders of the Notes.

NOW, THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the Guarantor hereby agrees as follows:

Section 1. Guaranty of Payment. The Guarantor hereby guarantees the full and punctual payment when due of all of the Obligations. This Guaranty is a guarantee of payment and not of collection, and Guarantor waives any right to require that any action be brought against A&C or to require that resort be had at any time to any direct or indirect security for the Obligations. The Guarantor’s obligations hereunder are continuing obligations and are absolute and unconditional. Notwithstanding the foregoing and for the avoidance of doubt, this Guaranty will expire, and the Guarantor will be automatically released from its obligation hereunder without any further action by any Person upon the indefeasible payment in full in cash of all Obligations.

Section 2. Guarantor’s Agreement to Pay Enforcement Costs. The Guarantor further agrees, upon an Event of Default (as defined in the Notes), to pay all out-of-pocket, reasonable costs and expenses (including court costs and reasonable legal expenses) expended by holders of the Notes or the Collateral Agent acting on behalf of the holders of the Notes in connection with the enforcement of the Obligations and this Guaranty.

Section 3. Waivers by Guarantor. The Guarantor agrees that the Obligations will be paid and performed strictly in accordance with their respective terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Seller with respect thereto. The Guarantor waives presentment, demand, protest, notice of acceptance, notice of any Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of A&C and all suretyship defenses generally.

Section 4. Unenforceability of Obligations against A&C. If for any reason A&C has no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from A&C by reason of A&C’s insolvency, bankruptcy or reorganization or by other operation of law or for any other reason, this Guaranty shall nevertheless be binding on the Guarantor to the same extent as if the Guarantor at all times had been the principal obligor on all such Obligations.

Section 5. Assignment. No assignment by A&C of the Obligations under the Notes will relieve A&C of such Obligations nor will any such assignment relieve the Guarantor of its obligations under this Guaranty.

Section 6. Amendments and Waivers. No amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom shall be effective unless the same shall be in writing and signed by the Collateral Agent. No failure on the part of the Collateral Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 7. Notices. All notices required or permitted hereunder shall be in writing and deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to Guarantor at the address set forth on the signature page hereto or at such other address or addresses as Guarantor shall designate to the Collateral Agent in writing.

Section 8. Governing Law. This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 9. Miscellaneous. This Guaranty constitutes the entire agreement of the Guarantor with respect to the matters set further herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement. The invalidity or unenforceability of any one or more sections of this Guaranty shall not affect the validity or enforceability of its remaining provisions. Captions are for the ease of reference only and shall not affect the meaning of the relevant provisions. The meanings of all defined terms used in this Guaranty shall be equally applicable to the singular and plural forms of the terms defined.

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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed and delivered as of the date first above written.

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