Form of Amendment to Loan and Security Agreement

Exhibit 10.1

AMENDMENT #1 TO

THE LOAN AND SECURITY AGREEMENT

This amendment (the “Amendment”) to the Loan Agreement dated August 15, 2023 (the “Agreement”), entered into by and between Hyperscale Data, Inc., a Delaware corporation (formerly, Ault Alliance, Inc.) (“AAI”) and TurnOnGreen, Inc., a Nevada corporation (formerly, Imperalis Holding Corp.) (the “Borrower”), is dated September 26, 2024. All capitalized terms in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Agreement.

WHEREAS, AAI and the Borrower previously entered into the Agreement to provide a non-revolving line of credit by AAI to Borrower of up to $2 million (the “Credit Limit”) through December 31, 2023 (the “Credit Termination Date”);

WHEREAS, AAI has extended credit through Advances to the Borrower above the Credit Limit and beyond the Credit Termination Date, inclusive of amounts previously loaned pursuant to the Agreement, amounts related to the allocation of corporate overhead, and accrued interest as set forth on Schedule A attached hereto (the “Additional Advances”); and

WHEREAS, AAI and the Borrower desire to amend the Agreement, to, among other things, (i) increase the Credit Limit, (ii) extend the Credit Termination Date and (iii) amend the Agreement to include the Additional Advances as loans.

NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound hereby, the parties hereto agree as follows:

“Non-Revolving Line” means Credit Extension of up to Eight Million Dollars ($8,000,000) granted by AAI to Borrower.

“2.6 Term. This Agreement shall become effective on the Closing Date and, subject to Section 12.7, shall continue in full force and effect for so long as any Obligations remain outstanding or AAI has any obligation to make Credit Extensions under this Agreement. Notwithstanding the foregoing, AAI shall have the right to terminate its obligation to make Credit Extensions under this Agreement immediately and without notice upon the occurrence and during the continuance of an Event of Default. After December 31, 2026, AAI will not be obligated to make any further Advances.”

Agreed this 26^th day of September, 2024.

SCHEDULE A