Hyperscale Data, Inc. — Director's Dealing 2019

May 31, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DPW Holdings, Inc. (DPW)
CIK: 0000896493
Period of Report: 2019-05-23

Reporting Person: Nisser Henry Carl (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-23	Options	$0.22	A	550000	Acquired	2016-05-21	Common Stock (750000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	250000	Direct

Footnotes

F1: The Issuer and the Reporting Person entered into an employment agreement with an effective date of May 1, 2019 (the "Agreement"). Pursuant to the Agreement, Mr. Nisser received a grant of 200,000 shares of Common Stock, which shall vest ratably over 48 months beginning with the first month after the effective date. On May 23, 2019, the board of directors of the Issuer approved an amendment to the Agreement (the "Amendment") whereby 50% of the shares would vest immediately with the remainder vesting ratably over 48 months beginning with the first month after the effective date.

F2: Pursuant to the Agreement, Mr. Nisser received an option to purchase 200,000 shares of Common Stock at a per share exercise price equal to the closing market price on the effective date, which option has a term of seven (7) years. Pursuant to the Amendment, the option was amended to provide for the purchase of 750,000 shares of Common Stock.