Milton C. Ault, III, Chief Executive Officer

0000921895-24-003013.txt : 20241223 0000921895-24-003013.hdr.sgml : 20241223 20241223173333 ACCESSION NUMBER: 0000921895-24-003013 CONFORMED SUBMISSION TYPE: SCHEDULE 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20241223 DATE AS OF CHANGE: 20241223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL SECURITY INSTRUMENTS INC CENTRAL INDEX KEY: 0000102109 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 520898545 STATE OF INCORPORATION: MD FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SCHEDULE 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-15872 FILM NUMBER: 241575074 BUSINESS ADDRESS: STREET 1: 11407 CRONHILL DRIVE, SUITES A-D CITY: OWINGS MILLS STATE: MD ZIP: 21117-3586 BUSINESS PHONE: 4103633000 MAIL ADDRESS: STREET 1: 11407 CRONHILL DRIVE, SUITES A-D CITY: OWINGS MILLS STATE: MD ZIP: 21117-3586 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ault & Company, Inc. CENTRAL INDEX KEY: 0001734770 ORGANIZATION NAME: IRS NUMBER: 941721931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D BUSINESS ADDRESS: STREET 1: 11411 SOUTHERN HIGHLANDS PARKWAY STREET 2: SUITE 240 CITY: LAS VEGAS STATE: NV ZIP: 89141 BUSINESS PHONE: (888) 588-7174 MAIL ADDRESS: STREET 1: 11411 SOUTHERN HIGHLANDS PARKWAY STREET 2: SUITE 240 CITY: LAS VEGAS STATE: NV ZIP: 89141 SCHEDULE 13D 1 primary_doc.xml SCHEDULE 13D 0001734770 XXXXXXXX LIVE Common Stock 12/16/2024 false 0000102109 913821302 UNIVERSAL SECURITY INSTRUMENTS INC

11407 CRONHILL DRIVE, SUITES A-D OWINGS MILLS MD 21117-3586

Kenneth Schlesinger, Esq. 212-451-2300 Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York NY 10019 Kenneth Mantel, Esq. 212-451-2300 Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York NY 10019 0001734770 N Ault & Company, Inc. AF N DE 0.00 229030.00 0.00 229030.00 229030.00 N 9.9 CO 0001212502 N AULT MILTON C III AF N X1 0.00 229030.00 0.00 229030.00 229030.00 N 9.9 IN Common Stock UNIVERSAL SECURITY INSTRUMENTS INC 11407 CRONHILL DRIVE, SUITES A-D OWINGS MILLS MD 21117-3586 This Schedule 13D is filed by: (i) Ault & Company, Inc., a Delaware corporation ("A&C"), with respect to the shares of Common Stock of the Issuer (the "Shares") beneficially owned by it; and (ii) Milton C. Ault, III, Chief Executive Officer and Chairman of A&C. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Set forth on Exhibit 1 annexed hereto ("Exhibit 1") is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of A&C. To the best of the Reporting Persons' knowledge, except as otherwise set forth herein, none of the persons listed in Exhibit 1 beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein. The principal business address of A&C is 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141. The principal business address of Mr. Ault is c/o Hyperscale Data, Inc., 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141. The principal business of A&C is investing in securities. The principal occupation of Mr. Ault is serving as the Executive Chairman of Hyperscale Data, Inc., a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact that is transitioning to becoming solely an owner and operator of data centers to support high performance computing services. No Reporting Person nor any person listed in Exhibit 1 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) No Reporting Person nor any person listed in Exhibit 1 has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. A&C is organized under the laws of the State of Delaware. Mr. Ault is a citizen of the United States of America. The citizenship of the persons listed in Exhibit 1 is set forth therein. A&C acquired the authority to vote or dispose of, or cause or direct the voting or disposition of, 225,030 Shares beneficially owned by A&C pursuant to the terms of the Coordination Agreement (as defined below). The material terms of the Coordination Agreement are described in Item 6 below. The aggregate purchase price of the 4,000 Shares beneficially owned by A&C that were purchased directly by A&C with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases is $9,438.80, including brokerage commissions. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Person may endeavor to increase or decrease its position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable. The Reporting Persons believe that the Issuer's proposed asset sale and liquidation, which the Issuer is asking stockholders to approve at its upcoming special meeting of stockholders, does not deliver sufficient value for stockholders. Particularly, the structure of the transaction and related liquidation are tantamount to valuing at zero the listing of the public company's common stock on the NYSE American and the registration of such stock under the Securities Exchange Act of 1934, as amended. The Reporting Persons do not believe that strategy reflects the broader interests of stockholders. Absent appropriate changes, the Reporting Persons intend to vote their shares "Against" the Issuer's proposals at the special meeting, including the asset sale and liquidation. The Reporting Persons intend to engage in discussions with management and the Board of Directors (the "Board") of the Issuer regarding potential alternative solutions that would enable the Issuer to deliver immediate value to stockholders while also preserving potential long-term upside for the Issuer as a public company. The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management team and the Board, price levels of the Shares, conditions in the securities markets, general economic and industry conditions, and other investment opportunities available to the Reporting Person, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with the Issuer, stockholders of the Issuer or other third parties about the Issuer and the Reporting Person's investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses or assets, including transactions in which the Reporting Person may seek to participate and potentially engage in, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition), or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of its Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative transactions, or changing its intention with respect to any and all matters referred to in Item 4. The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon 2,312,887 Shares outstanding as of November 19, 2024, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 19, 2024. As of the date hereof, A&C beneficially owned 229,030 Shares. Percentage: Approximately 9.9% As of the date hereof, Mr. Ault, as the Chief Executive Officer and Chairman of A&C, may be deemed to beneficially own the 229,030 Shares beneficially owned by A&C. Percentage: Approximately 9.9% A&C: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 229,030 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 229,030 Mr. Ault: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 229,030 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 229,030 The transactions in the Shares by each of the Reporting Persons during the past sixty days are set forth in Exhibit 2 and are incorporated herein by reference. The Stockholders (as defined below) have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities that constitute each such Stockholder's Subject Shares (as defined below). Not applicable. On December 18, 2024, A&C entered into a coordination agreement (the "Coordination Agreement") with certain stockholders of the Issuer set forth on the signature pages thereto (collectively, the "Stockholders" and each individually, a "Stockholder"), pursuant to which each Stockholder granted A&C the sole authority to vote or dispose of, or cause or direct the voting or disposition of, the Shares owned by such Stockholder (the "Subject Shares") for the duration of the Coordination Agreement. Pursuant to the Coordination Agreement, each of the Stockholders appointed A&C as the sole and exclusive attorney-in-fact and proxy of such Stockholder with full power to vote and dispose of the Subject Shares. A&C and each of the Stockholders further agreed, among other things, that A&C is authorized to take any and all action that may be necessary or desirable to manage the Subject Shares or otherwise exercise the rights of the holders of the Subject Shares, and that the Stockholders are subject to certain restrictions regarding transactions in the Shares. The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Coordination Agreement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On December 23, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. 1 - Officers and Directors 2 - Transactions in the Securities of the Issuer During the Past Sixty Days 99.1 - Coordination Agreement, dated December 18, 2024. 99.2 - Joint Filing Agreement, dated December 23, 2024 Ault & Company, Inc. /s/ Milton C. Ault, III Milton C. Ault, III, Chief Executive Officer 12/23/2024 AULT MILTON C III /s/ Milton C. Ault, III Milton C. Ault, III 12/23/2024 EX-1 2 ex1tosc13d12570uuu_122324.htm OFFICERS AND DIRECTORS

Exhibit 1

Officers and Directors of Ault & Company, Inc.

Name and Position	Principal Occupation	Principal Business Address	Citizenship

Milton C. Ault, III Chief Executive Officer and Chairman of the Board of Directors	Executive Chairman of Hyperscale Data, Inc.	c/o Hyperscale Data, Inc. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, NV 89141	USA

William B. Horne Chief Financial Officer and Vice Chairman of the Board of Directors	Chief Executive Officer of Hyperscale Data, Inc.	c/o Hyperscale Data, Inc. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, NV 89141	USA

Henry C.W. Nisser President, General Counsel and Director	President and General Counsel of Hyperscale Data, Inc.	c/o Hyperscale Data, Inc. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, NV 89141	Sweden

Darren Magot Senior Vice President and Director	Senior Vice President of Hyperscale Data, Inc.	c/o Hyperscale Data, Inc. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, NV 89141	USA

Adam Corey Independent Director	Vice President of Marsh & McLennan	c/o Ault & Company, Inc. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, NV 89141	USA

Exhibit 2

Transactions in the Securities of the Issuer During the Past Sixty Days

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

AULT & COMPANY, INC.

Purchase

4,000

$2.3597

12/13/2024

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Universal Security Instruments, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Ault & Company, Inc.

By:	/s/ Milton C. Ault, III
	Milton C. Ault, III, Chief Executive Officer
Date:	12/23/2024

AULT MILTON C III

By:	/s/ Milton C. Ault, III
	Milton C. Ault, III
Date:	12/23/2024

EX-2 3 ex2tosc13d12570uuu_122324.htm TRANSACTIONS IN THE SECURITIES OF THE ISSUER DURING THE PAST SIXTY DAYS

Exhibit 2

Transactions in the Securities of the Issuer During the Past Sixty Days

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

AULT & COMPANY, INC.

Purchase

4,000

$2.3597

12/13/2024

EX-99.1 4 ex991tosc13d12570uuu_122324.htm COORDINATION AGREEMENT, DATED DECEMBER 18, 2024

Exhibit 99.1

THIS COORDINATION AGREEMENT, dated as of December 18, 2024 (this “Agreement”), is being entered into by and among Ault & Company, Inc. (the “Investor”), on the one hand, and each of the undersigned holders (collectively, the “Stockholders”) of common stock, $0.01 par value per share (the “Common Stock”), of Universal Security Instruments Inc., a Maryland corporation (the “Company”), on the other hand. Each of the Investor and the Stockholders is referred to herein as a “Party” and, collectively, as the “Parties.”

NOW, THEREFORE, in consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the Parties agree as follows:

1.Voting and Dispositive Authority; Irrevocable Proxy.

(a)During the term of this Agreement, each Stockholder hereby (i) grants to the Investor the sole authority to vote or dispose of, or cause or direct the voting or disposition of, the Identified Shares (as defined below) and any other shares of Common Stock such Stockholder acquires or is otherwise deemed to beneficially own on or after the date hereof (the “Additional Shares”; and together with the Identified Shares, the “Subject Shares”), and (ii) authorizes Investor to take any and all action that may be necessary or desirable to manage the Subject Shares or otherwise exercise the rights of a holder of the Subject Shares that in the opinion of Investor may be of benefit to, in the best interest of, or legally required by, such Stockholder, it being understood that the documents executed by Investor on behalf of such Stockholder pursuant to this clause (ii) shall be in such form and shall contain such terms and conditions as Investor may approve in its discretion. So long as this Agreement is in effect, each Stockholder acknowledges and agrees that the Investor shall have sole voting and dispositive authority over the Subject Shares.

(b)Upon the Investor’s request, each Stockholder agrees to take any and all action that the Investor determines is necessary to ensure that the Subject Shares are voted in accordance with the Investor’s direction under Section 1(a), including but not limited to the execution and delivery of one or more legal proxies from the broker or custodian holding such shares as nominee for the Stockholder. Each Stockholder further agrees, at the Investor’s request, to (i) provide written evidence to the Investor that the Subject Shares have been voted in accordance with the Investor’s direction and (ii) provide the Investor with all information that the Investor determines is necessary or desirable in connection with the exercise of its powers under Section 1(a).

(c)In furtherance of the agreements contained in Section 1(a) and as security for such agreements, each Stockholder, on the date hereof, hereby irrevocably appoints the Investor or its designee, as the sole and exclusive attorney-in-fact and proxy of such Stockholder, for and in the name, place and stead of the Stockholder, with full power of substitution and resubstitution to (x) vote, grant a consent or approval in respect of, or execute and deliver a proxy to vote the Subject Shares and (y) dispose of, sell or otherwise transfer the Subject Shares (the “Proxy”). THIS PROXY IS IRREVOCABLE DURING THE TERM OF THIS AGREEMENT AND COUPLED WITH AN INTEREST AND SHALL REVOKE ALL PRIOR PROXIES GRANTED BY THE STOCKHOLDER RELATING TO THE SUBJECT SHARES. The Stockholder shall not enter into any contract or other agreement with any person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement.

2.Transactions in the Securities.

(a)No Stockholder shall, directly or indirectly, undertake or effect any purchase or acquisition of any securities of the Company which he, she or it has, or would have, direct or indirect beneficial ownership, without the prior written consent of the Investor, which consent may be withheld for any or no reason. Notwithstanding any Stockholder’s compliance or failure to comply with the provisions of this Section 2(a), to the extent any Stockholder acquires or is deemed to beneficially own Additional Shares after the date hereof, he, she or it hereby acknowledges and agrees that such Additional Shares shall be deemed “Subject Shares” subject to the terms and obligations hereunder, including, without limitation, the grant of the Proxy with respect to such Additional Shares as set forth in Section 1.

(b)Except as otherwise provided herein, no Stockholder shall, directly or indirectly, without the prior written consent of the Investor, which consent may be withheld for any or no reason, (i) grant any proxies or power of attorney or enter into any voting trust or other agreement or arrangement with respect to the voting of any Subject Shares, (ii) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by testamentary disposition, operation of law or otherwise) (collectively, “Transfer”), or enter into any contract, option or other arrangement with respect to the Transfer of, any Subject Shares, or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case, involving any Subject Shares, (iii) enter into any agreement, arrangement or understanding with, or determine to act in concert with, any person or entity in connection with the acquiring, holding, voting or disposition of securities of the Company or the solicitation of proxies from stockholders of the Company, or (iv) knowingly take any action that would have the effect of preventing or delaying such Stockholder from performing any of its obligations under this Agreement.

3.Filings and Public Communications.

(a)Each of the Stockholders acknowledges and consents to (i) the filing of any statements on Schedule 13D, and any amendments thereto, pursuant to the Exchange Act (as defined herein), by the Investor and its affiliates with respect to the Subject Shares, (ii) this Agreement being filed with the SEC (as defined herein) as an exhibit to any such Schedule 13D, and (iii) the filing of any additional documents or disclosures with the SEC with respect to the Company, the subject matter of this Agreement, the terms hereof and thereof and the Subject Shares, including press releases or other stockholder communications, as necessary or advisable under applicable law in the Investor’s sole discretion.

(b)Each of the undersigned acknowledges and agrees that he, she or it shall not make any SEC filing or issue any press release or other public communication with respect to the Company, the subject matter of this Agreement, the terms hereof and thereof and/or the Subject Shares, except at the direction of and as approved in writing in advance by the Investor.

4.Relationship of the Parties. The relationship of the Parties hereto shall be limited to the grant of the Proxy and such other matters as specified in accordance with the terms of this Agreement. Nothing herein shall be construed to authorize any Party to act as an agent for any other Party (except with respect to the Proxy), or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict the Investor’s right to purchase or sell securities of the Company, as it deems appropriate, in its sole discretion, provided that all such transactions are made in compliance with all applicable securities laws.

5.Representations and Warranties.

(a)Each Stockholder hereby represents and warrants to the Investor, and the Investor hereby represents and warrants to each Stockholder, on the date hereof, as follows: (i) he, she or it has the requisite power and authority to enter into and perform his, her or its obligations under this Agreement and to consummate the transactions contemplated hereby; (ii) the execution, delivery and performance by such Party of this Agreement has been duly authorized by all requisite corporate or similar action and no other corporate or similar proceedings are necessary to authorize the execution, delivery and performance of this Agreement, as applicable; (iii) this Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms; and (iv) the execution and the delivery of this Agreement by such Party and the performance of such Party’s respective obligations hereunder will not (A) breach any law or order to which any of them is subject or any provision of the organizational documents of any of them; (B) breach any material contract, order, or permit to which any of them is a party or by which such Party is bound or to which any of their assets are subject (or result in the imposition of any encumbrance upon any of such Party’s assets); or (C) require any consent of any other person.

(b)Each of the Stockholders hereby represents and warrants to the Investor as of the date hereof that he, she or it does not hold, directly or indirectly, any Common Stock, or any other equity securities or derivative securities of the Company, and is not a party or subject to any contracts, agreements, understandings or arrangements with respect to any securities of the Company, except as indicated next to his, her or its name on Schedule A attached hereto (collectively, the “Identified Shares”). Each of the Stockholders also hereby represents and warrants to the Investor as of the date hereof that he, she or it has not entered into any agreement, arrangement, or understanding with any person or entity in connection with the acquiring, holding, voting or disposition of securities of the Company (including, without limitation, any Common Stock and any derivative securities with respect to any Common Stock) or the solicitation of proxies from stockholders of the Company. Each of the Stockholders hereby covenants and agrees that he, she or it shall provide prompt written notice to the Investor (in no event later than two business days), if he, she or it becomes aware of any inaccuracy or error, or any change to his, her or its representations set forth in this Section 5(b).

6.Termination. This Agreement shall automatically terminate 18 months from the date hereof, provided that (i) the Investor may terminate this Agreement in its entirety or solely with respect to a specified Stockholder’s rights and obligations hereunder by providing at least 61 days’ prior written notice to the applicable Stockholder(s), and (ii) any Stockholder may terminate this Agreement solely with respect to such Stockholder’s rights and obligations hereunder by providing at least 61 days’ prior written notice to the Investor; provided that, if prior to a termination under this clause (ii), Investor has filed a statement on Schedule 13D with respect to the Identified Shares or nominated any director candidate or candidates or proposed any other item of business at any stockholder meeting(s) of the Company, then the termination shall not become effective until the conclusion of the Company’s next annual meeting of stockholders at which directors are elected. Notwithstanding the foregoing, this Section 6, and Sections 7 and 8, shall survive any termination of this Agreement.

7.Definitions. For purposes of this Agreement, the term: (i) “beneficial ownership” shall have the meaning of such term set forth in Rule 13d-3 under the Exchange Act; (ii) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended; and (iii) “SEC” shall mean the Securities and Exchange Commission

8.Miscellaneous.

(a)This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

(b)It is understood and agreed that no failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.

(c)The Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached and further agree that each Party shall be entitled to an injunction, specific performance and other equitable relief against any other Party to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which it is entitled at law or in equity, and shall not be required to provide any bond or other security in connection with any such order or injunction. Each Party further agrees that it will not oppose the granting of any such injunction, specific performance and other equitable relief on the basis that (i) any other Party has an adequate remedy at law or (ii) an award of an injunction, specific performance or other equitable relief is not an appropriate remedy for any reason at law or equity.

(d)If any term or provision of this Agreement is invalid or unenforceable, (i) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.

(e)This Agreement is governed by and will be construed in accordance with the laws of the State of New York. Any legal action or proceeding arising out of the provisions of this Agreement or the parties’ investment in the Company shall be brought and determined in New York.

(f)The terms and provisions of this Agreement may not be modified, waived or amended without the written consent of each of the Parties; provided, however, that any amendment to Sections 1, 2, 6 and 7 shall not take effect until 61 days after such written consent.

(g)In connection with this Agreement and all transactions contemplated by this Agreement, each Stockholder agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be reasonably requested by Investor in order to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

THE INVESTOR:

Ault & Company, Inc.

By:	/s/ Milton C. Ault, III
	Name:	Milton C. Ault, III
	Title:	Chief Executive Officer

[Signature Page to the Coordination Agreement]

STOCKHOLDERS:

Ault Lending, LLC

By:	/s/ David Katzoff
	Name:	David Katzoff
	Title:	Manager


JLA REALTY ASSOCIATES LLC

By:	/s/ Steve J. Caspi
	Name:	Steve J. Caspi
	Title:	Authorized Signatory


FAR HOLDINGS INTERNATIONAL, LLC

By:	/s/ Frank Albo
	Name:	Frank Albo
	Title:	Authorized Signatory


/s/ Andrea Bartholomew
Andrea Bartholomew


/s/ Kristine Ault
Kristine Ault


/s/ William B. Horne
William B. Horne

[Signature Page to the Coordination Agreement]

Schedule A

Stockholder	Shares	Address
Ault Lending, LLC	3,610	940 South Coast Drive, Suite 200 Costa Mesa, CA 92626
JLA Realty Associates LLC	191,400	120 Bloomingdale Road White Plains, NY 10605
FAR Holdings International LLC	10,000	2300 West Sahara Avenue, Suite 800 Las Vegas, NV 89102
Andrea Bartholomew	14,000	1605 Royal Palm Drive Edgewater, FL 32132
Kristine Ault	2,020	c/o Ault & Company, Inc. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, NV 89141
William B. Horne	4,000	c/o Ault & Company, Inc. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, NV 89141

EX-99.2 5 ex992tosc13d12570uuu_122324.htm JOINT FILING AGREEMENT, DATED DECEMBER 23, 2024

Exhibit 99.2

JOINT FILING AGREEMENT

Ault & Company, Inc.

By:	/s/ Milton C. Ault, III
	Milton C. Ault, III, Chief Executive Officer
Date:	12/23/2024

AULT MILTON C III

By:	/s/ Milton C. Ault, III
	Milton C. Ault, III
Date:	12/23/2024