Company personnel should contact the Compliance Officer with any questions as to the applicability of any law, rule or regulation or the appropriate manner of compliance therewith. Members of the Nominating and Corporate Governance Committee shall also qualify as “non-employee directors” within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.The Nominating and Corporate Governance Committee shall meet at least once a year and at such additional times as may be necessary to carry out its responsibilities. The Committee may recommend to the Board to approve the Related Party Transaction only if the Committee determines in good faith that, under all of the circumstances, the transaction is in the best interests of the Corporation and its stockholders. I look forward to bringing my experience to the board and playing a role in the continuing development of the company in realizing and fulfilling its vision," said Howard Ash.DPW’s CEO and Chairman, Milton "Todd" Ault, III said, "We are excited to have Howard join our board. Attendance by telephone or other communications equipment is permitted if all persons participating in the meeting can hear each other.The CEO will serve as the chairman of the Committee and shall preside over the Committee meetings and the Secretary will serve as the secretary of the Committee. The Committee shall have at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background which results in the member’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities The Committee shall have at least one member who qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. A person who satisfies this definition of audit committee financial expert will also be presumed to have financial sophistication.The Committee shall meet at least once every fiscal quarter, or more frequently if circumstances dictate, to discuss with management the Corporation’s annual audited financial statements and quarterly financial statements, as applicable. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the chief executive officer or, in the absence of a chief executive officer, any president and the directors, whenever they request it, an account of all his or her transactions as treasurer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board or these bylaws.Any such records maintained by the Corporation may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

(j) To enter into any banking or investment banking relationships on behalf of DPW or any member of the DPW Group, or create, incur, or assume any indebtedness other than in connection with a plan approved by the Board or Committee. Company personnel cannot use expense accounts to pay for any personal political contributions or seek any other form of reimbursement from the Company for such contributions. You share responsibility for maintaining a safe and healthy workplace by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or condition.The Company will not tolerate violence or threatening behavior in the workplace. The principal responsibility of the members of the Committee is to exercise their business judgment to act in what they reasonably believe to be in the best interests of DPW and its stockholders.

(a) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;(b) special meetings of committees may also be called by resolution of the Board; and(c) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Company acknowledges and thanks Amos for his more than a decade of service as President and looks forward to exciting developments expected from his continued leadership at Coolisys Technologies Corp.For more information on DPW Holdings and its subsidiaries, the Company recommends that stockholders, investors and any other interested parties read the Company’s public filings and press releases available under the Investor Relations section at DPW Holdings, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact.