dpw holdings board of directors

The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws. The Committee members shall be appointed by the Board and may be removed by the Board, at its discretion. Proposals to modify the Charter will be considered by the Board at the request of the CEO or a majority of the Committee members. Members of the Committee may participate in a meeting of the Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.To carry out its purpose, the Committee shall have the following responsibilities:The Committee shall review all proposed debt financing, including loans and Future Receipts Agreements, that are greater than $250,000 submitted to it for review by management. In addition, no director, officer or employee may compete with the Company.The Company seeks to outperform its competition fairly and honestly through superior performance and not through unethical or illegal business practices. The Audit Committee may request special treatment for any report and may assume the direction and oversight of an investigation of any such report.All other reports will be logged separately and shall be reviewed under the direction and oversight of the General Counsel, who will forward them to the appropriate person or department for investigation (for example, labor and employment matters will be forwarded to the Human Resources Department), unless the General Counsel determines that other treatment is necessary.Information disclosed during the course of the investigation will, to the extent practical and appropriate, remain confidential in compliance with the Corporation’s Code of Business Conduct and Ethics, except as may be reasonably necessary under the circumstances to facilitate the investigation, take remedial action, or comply with applicable law.For any Violation or Fraudulent Auditing and Accounting Activity not reported through an anonymous report, the Corporation will advise the reporting party that the Violation or Fraudulent Auditing and Accounting Activity has been addressed and, if possible, of the specific resolution. (n) To assist and support the CEO in effectively representing the DPW Group’s interests and act as a point of contact for key stakeholders such as employees, customers, regulatory bodies, the media, government and other relevant bodies. Notwithstanding the foregoing, the employee’s right to protection from retaliation does not extend immunity for any complicity in the matters that are the subject of the investigation. §229.404 and the Instructions thereto;(i) an officer, director, or consultant of the Company serves as an officer, director, or consultant of the entity;(ii) An officer, director, or consultant of the Company has a 10% or greater beneficial ownership interest in the entity, either individually or through his/her interest in another entity; or(iii) an officer, director, or consultant of the Company exercises voting control of the entity through ownership of securities in that entity either individually or through his/her interest in another entity; and(c) Avalanche International Corp. (d/b/a MTIX International, Inc.), Alzamend Neuro, Inc., Ault & Company, Philou Ventures, LLC and any of their respective subsidiaries, affiliates and successors in interest.Any number of offices may be held by the same person, provided, however, that, except as provided in Section 5.6 below, the chairman of the Board shall not hold any other office of the Corporation.Any officer may resign at any time by giving written notice to the Corporation.

Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given.

If that evaluation indicates that the Related Party Transaction would require the approval of the Committee, the Compliance Officer and other members of the Corporation’s management will report the Related Party Transaction, together with a summary of the material facts (as defined below), to the Committee for consideration at the next regularly scheduled Committee meeting or such other time as the Committee may determine.Such material facts shall include, but not be limited, to:The Committee shall review all of the relevant facts and circumstances of all Related Party Transactions that require the Board’s approval and recommend to the Board to either approve or disapprove of the entry into the Related Party Transaction, subject to the exceptions described below. Although the Company may from time to time recommend the suspension of trading by directors, officers, employees and others because of developments known to the Company and not yet disclosed to the public, each person is individually responsible at all times for compliance with the prohibitions against insider trading. Company personnel must report any suspected incident of fraud or theft immediately for investigation. If the government can prove that an individual was aware of Material Nonpublic Information at the time of a purchase or sale, the burden of proving that trading was pursuant to an adequate contract, instruction or written plan will be on the individual. The inspector(s) or alternate(s) shall have the duties prescribed pursuant to Section 231 of the DGCL or other applicable law.The Board shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient.

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