Ault Alliance And Ecoark Holdings Sign Share Exchange Agreement; Agreement Provides For The Acquisition Of BitNile.com, Inc. By Ecoark For $100M In Stated Value Of Preferred Stock

Agreement provides for the acquisition of BitNile.com, Inc. by Ecoark for $100 Million in Stated Value of Preferred Stock

BitNile.com to launch what it believes to be the first metaverse super-app that runs entirely in the web browser with no pixel streaming

Ault Alliance, Inc. (NYSE:AULT), a diversified holding company ("Ault Alliance") and Ecoark Holdings, Inc. ("Ecoark") (NASDAQ:ZEST) announced today that they have entered into a share exchange agreement (the "Agreement") whereby, upon closing, Ecoark will acquire 100% of the outstanding equity of Ault Alliance's subsidiary BitNile.com, Inc. ("BitNile.com").

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20230209005392/en/

Four views from a world everyone can visit at BITNILE.COM. The only limit to what you can see, visit and do at BITNILE.COM is your imagination. Register now, Get Rewarded! Launching March 1, 2023. #Egyptian_paradise #Pyramids #The_River_Nile #Exotic_vacations #Exotic_adventures (Graphic: Business Wire)

BitNile.com's metaverse platform (the "Platform") will launch on March 1, 2023, representing an evolution of how people interact digitally with a bidirectional connection to the physical. The Platform will incentivize users through a tiered rewards system supported by a revenue and reward model. The Platform will be device-agnostic, where users will be able to play 3D immersive games, can purchase both digital and physical products, experience various forms of entertainment, and engage with a new social networking community across any of their internet connected devices. The Platform will allow users to participate in the metaverse with unique avatars and customized skins.

According to Statistica, revenue in the metaverse market is projected to reach $55 billion in 2023 and metaverse's reach is projected to be 700 million people by 2030. By providing access to and combining various elements of gaming, shopping and advertising, the Platform's addressable marketplaces will include the online retail/ecommerce market, which is estimated at $6.3 trillion per eMarketer, the collectibles marketplace, estimated to be $426 billion per Market Decipher, and the global online gaming market, which is estimated at $63 billion according to Grand View Research. The Platform's technology is powered by proprietary software from a third party that has the ability to scale, given the marketplaces BitNile.com anticipates to target in the future.

Examples of the digital "in-world" experiences the Platform anticipates making available include slot machines, a sports book, Texas Hold'em tournaments, and various other games of chance using a sweepstakes model. The Platform is expected to have the ability to live-stream concerts and other forms of live entertainment, to create personalized avatars with fan favorite INDYCAR Series driver's jersey and other unique digital skins. The Platform's advertising model is expected to provide detailed targeting, backed by a multi-tiered next-gen reward system that incentivizes behavior. At launch, the Platform will be in beta format and not all of the experiences and functionality will be available immediately.

Beyond the virtual, BitNile.com's team of expert experience curators will craft unique real-world adventures, such as events where users will be able to dine with celebrities, go behind the scenes at NYC Fashion Week, explore off-grid Patagonia on horseback, or have naming rights to a stadium.

At the closing of the Agreement, Ecoark will acquire BitNile.com from Ault Alliance and other founders, in exchange for shares of Ecoark preferred stock (the "Preferred Stock"). The Preferred Stock will have a stated value of $100 million, be convertible into shares of Ecoark common stock, accrue dividends of 5% per annum for 10 years, and be entitled to certain other rights as set forth in the certificate of designation for the Preferred Stock. The closing of the Agreement, pursuant to which Ault Alliance will be able to convert and vote up to 19.9% of Ecoark's issued and outstanding shares of common stock, is subject to Ecoark's receipt of a fairness opinion, each parties' satisfaction of its due diligence review of the other party, completion of required stock exchange and regulatory approvals, and other customary closing conditions. The parties expect to complete the acquisition of BitNile.com during February 2023. Ecoark will seek approval by its shareholders at a meeting called for such purpose, upon which Ecoark will be a majority-beneficially owned subsidiary of Ault Alliance and Ault Alliance will be able to convert and vote the entirety of the Preferred Stock.

In addition to the Platform, BitNile.com will also own, at the closing, Ault Alliance's 19.9% equity ownership in Earnity, Inc. ("Earnity"). Earnity aims to democratize access to the broadest array of cryptocurrency assets in a secure, educational, and community-oriented platform to global customers. In so doing, Earnity provides users with the ability to earn, learn, collect and gift a variety of tokens and portfolios. BitNile.com and Earnity will collaborate on creating secure digital products and incentives to enhance the user's metaverse experience.

Milton "Todd" Ault, III, Ault Alliance's Executive Chairman, stated, "The BitNile.com platform has next generation capabilities and technology, and we believe after the acquisition by Ecoark, a Nasdaq listed company, the Platform will be well positioned to expand, launching new business streams and products. We're at the early stages of a land grab in the metaverse market right now, and we expect BitNile.com will establish itself as a major player in this market with a ready-to-launch suite of unique user experiences in a browser-based, device-agnostic manner. We are excited to work with the Ecoark team in creating this destination platform in the metaverse and building something we expect to be truly remarkable."

Ecoark's Founder, Chairman and CEO, Randy May, stated, "I am grateful to continue our partnership with Todd Ault in structuring this mutually beneficial transaction. I feel there is tremendous potential with the unique metaverse offering of the Platform, and we believe this strategic acquisition will allow us to develop new partnerships leading to more rapid customer acquisition and premier content creation to enhance the Platform and grow revenue and profitability."