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. Such director may be counted in determining the presence of a quorum at a meeting of the Committee or the Board that considers such transaction.If the Corporation becomes aware of a Related Party Transaction that has not been approved under this Policy, the Related Party Transaction shall be reviewed in accordance with the procedures set forth herein and, if the Board determines it to be appropriate, ratified at the Board’s next regularly scheduled meeting. Directors should advise the Nominating and Governance Committee of any invitations to join the board of directors of any other public company prior to accepting another directorship.It is the policy of the Board that the Nominating and Governance Committee consider both recommendations and nominations for candidates to the Board from stockholders so long as such recommendations and nominations comply with the Certificate of Incorporation and Bylaws of the Corporation and applicable laws, including the rules and regulations of the SEC and the NYSE. The Corporation considers retaliation a Violation in itself, which will result in disciplinary action, up to and including termination of employment or any other working relationship with the Corporation.If you have been subject to any conduct that you believe constitutes retaliation for having made a report in compliance with this Policy or for having participated in any investigation relating to an alleged Violation or Fraudulent Auditing and Accounting Activity, please immediately report the alleged retaliation to the General Counsel, ideally within ten (10) days of the offending conduct. PAYMENTS TO GOVERNMENT PERSONNEL OR CANDIDATES FOR OFFICEThe United States Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political parties or candidates to obtain or retain business. Members of the Board who are also employees of the Corporation must disclose and obtain approval of Nominating and Governance Committee prior to serving as a member of the board of directors, strategic advisory board (or any other similar governing or advisory body) of any other entity (regardless of whether such entity is publicly traded or not). Meetings may be called by the Chairman of the Nominating and Corporate Governance Committee or the Chairman of the Board. This policy shall be widely disseminated to all officers and other individuals employed by the DPW Group. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

The Committee is responsible for reviewing and recommending executive compensation policies and practices to the Board, reviewing and recommending to the Board salaries, bonuses and other benefits paid to Company officers, and administering Company stock option plans and other benefit plans.The Committee shall consist of three or more directors, all of whom satisfy the definition of “independent” under the listing standards of NYSE American. The chairman of the meeting may refuse to acknowledge the proposal of any business not made in compliance with the foregoing procedure.In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the secretary of the Corporation. If, for any reason, you do not feel comfortable discussing the alleged retaliation with the General Counsel, please report the alleged retaliation through the one of the other means other than the Hotline referenced above.Your complaint of retaliation should be as detailed as possible, including the names of all individuals involved and any witnesses. The knowing or deliberate falsification of any documents or data in connection with service to the Company will be the basis for immediate discharge and may subject the violator to civil and/or criminal penalties.Company personnel must endeavor to protect the Company’s assets and property and ensure their efficient use. The Board may designate one (1) or more persons as alternate inspector(s) to replace any inspector, who fails to act.

All payments with Company funds require approval by an authorized officer who has knowledge of the purpose of the payment, adequate substantiation of the identity of the payee and written contracts establishing the payment obligation. The Company has provided, or will provide, separate memoranda and other appropriate materials to its officers and directors regarding compliance with Section 16 and its related rules.All Company officers, directors, employees and consultants will be required to certify in writing their understanding of and intent to comply with the Insider Trading Policy. Theft, carelessness, and waste have a direct adverse impact on the Company’s profitability and are prohibited. Whether you are an employee, an officer or director, we ask that you bring to light good faith concerns regarding the Corporation’s business practices.We ask that you follow this Policy to report good faith concerns regarding any of the following:If requested, we also ask that you provide truthful information in connection with an inquiry or investigation by a court, an agency, law enforcement, or any other governmental body.This Policy applies to all employees, officers and directors of the Corporation or any of its subsidiaries, all of whom are referred to collectively as “employees” or “you” throughout this Policy. Following verification of the stockholder status of the person submitting the recommendation, all properly submitted recommendations will be promptly brought to the attention of the Nominating and Governance Committee. This number includes the Corporation’s board of directors. DPW’s headquarters are located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663; This press release contains "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.