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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-31 · 773 added, 777 removed, 168 unchanged (90% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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operations of our disclosure controls and procedures.

Based upon this evaluation, our management has concluded that our disclosure controls

and procedures were effective as of December 31, 2022.

Remediation of Prior Material Weaknesses

We previously identified

and disclosed in our Form 10-K filed for the year ended December 31, 2021, as well as, in our subsequent quarterly reports, a deficiency

in internal control over financial reporting that existed relating to a lack of segregation of duties within the accounting function as

a result of our limited financial resources to support hiring of personnel and an internal control deficiency in our ability to implement

adequate system and manual controls.

To respond to the material weaknesses, we have devoted significant effort and resources to the remediation

and improvement of our internal control over financial reporting that led to the material weakness, including obtaining advisory services

from professional consultants with U.S.

GAAP and SEC reporting experience to supplement the accounting and finance function, hiring additional

resources to improve management oversight of internal controls, and designing and maintaining formal accounting policies, procedures,

and controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosure.

These new measures have resulted in an improved internal control environment that has been in place to have operated effectively for a

sufficient period of time for management to conclude that the material weaknesses previously identified have been remediated as of December

Based upon this evaluation, our management has concluded that as of December 31,

2023, our disclosure controls and procedures were not effective due to the material weakness in our internal controls.

A material weakness

is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely

Weaknesses in Internal Controls

The Company’s management has concluded

that our control around the accounting for certain notes receivable accounted for at fair value was not effectively designed or

maintained, and therefore initially were not accounted for correctly.

As a result, our management performed additional analysis as

deemed necessary to ensure that our financial statements were prepared in accordance with accounting principles generally accepted

in the United States of America.

Management understands that the accounting standards applicable to our financial statements are

complex and will seek to enhance controls over its experienced third-party professionals with whom management can consult with

respect to accounting issues and remediate this material weakness.

Management’s Annual Report on Internal

Control over Financial Reporting

Our management, including our Chief Executive

Officer and Interim Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of December

31, 2022 and concluded that our internal controls over financial reporting were effective.

In making this assessment, our management

used the 2013 framework established in “Internal Control-Integrated Framework” promulgated by the Committee of Sponsoring

Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria.

Management is responsible for establishing and maintaining

adequate internal controls over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our management, including

our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as

of December 31, 2023 and concluded that our internal controls over financial reporting were not effective, due to the material weakness

in our internal control over financial reporting as described above.

In making this assessment, our management used the 2013 framework

established in “Internal Control-Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway

Commission, commonly referred to as the “COSO” criteria.

Because of its inherent limitations, internal

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All internal control systems, no matter how well designed, have inherent limitations.

even those systems determined to be effective can provide only reasonable assurance with respect to the preparation and presentation

of the consolidated financial statements.

even those systems determined to be effective can provide only reasonable assurance with respect to the preparation and presentation of

the consolidated financial statements.

This Annual Report does not contain an attestation

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Changes in Internal Control over Financial

There were no changes in our internal control

over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December

31, 2022 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the material weakness described above,

there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act) that occurred during the year ended December 31, 2023 which have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

DISCLOSURE REGARDING FOREIGN

JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND

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Directors and Executive Officers

The following table sets forth the name, age and position of each

current director and executive officer of the Company.

Vander Zanden (1)(2)(5)

Director and Chairman of the Board

The following table sets forth the name, age and

position of each current director and executive officer of the Company.

Anthony Hayes(4)(6)

Chief Executive Officer,

Principal Accounting Officer,

Principal Financial Officer and Director

Chief Executive Officer and Chairman of the Board

Ledwick (1)(5)

Gregory James Blattner(3)(4)(7)

Paul LeMire(2)(3)(4)(7)

Robert Dudley(1)(2)(3)(6)

Wool(2)(4)(7)

Dominari Financial Inc.

President of Operations

of our Audit Committee.

of our Compensation Committee.

of our Nominating Committee.

of our Investment Committee.

(5) Class I Director whose directorship will be voted

on by shareholders at the 2024 Annual Shareholder Meeting.

II Director whose directorship will be voted on by shareholders at the 2025 Annual Shareholder

III Director whose directorship will be voted on by shareholders at the 2023 Annual Shareholder

The biographies of our current directors and significant employees

are as follows:

Vander Zanden

Vander Zanden, a member of the

Board of Directors since 2004, having served as a Vice President of R&D at Kraft Foods International, brings a long and distinguished

career in applied technology, product commercialization, and business knowledge of the food science industry to us.

Additionally, Mr.

Vander Zanden has specific experience in developing organizations designed to deliver against corporate objectives.

Vander Zanden

holds a Ph.D.

in Food Science and an M.S.

in Inorganic Chemistry from Kansas State University, and a B.S.

in Chemistry from the University

of Wisconsin - Platteville, where he was named a Distinguished Alumnus in 2002.

In his 30-year career, he has been with ITT Continental

Baking Company as a Product Development Scientist;

with Ralston Purina’s Protein Technology Division as Manager Dietary Foods R&D;

with Keebler as Group Director, Product and Process Development (with responsibility for all corporate R&D and quality);

Gamesa, a Frito-Lay Company, as Vice President, Technology;

and with Nabisco as Vice President of R&D for their International Division.

With the acquisition of Nabisco by Kraft Foods, he became the Vice President of R&D for Kraft’s Latin American Division.

Vander Zanden retired from Kraft Foods in 2004.

He currently holds the title of Adjunct Professor and Lecturer in the Department of Food,

Nutrition and Packaging Sciences at Clemson University, where he also is a member of their Industry Advisory Board.

His focus on achieving

product and process innovation through training, team building and creating positive working environments has resulted in his being recognized

with many awards for product and packaging innovation.

Vander Zanden executive experience provides him with valuable business expertise,

which the Board believes qualifies him to serve as a director of the Company.

Kyle Wool(4)(7)

President and Director

Kyle Haug(1)(2)(4)(5)

Chief Financial Officer

Christopher Devall

Chief Operating Officer

Member of our Audit Committee.

Member of our Compensation Committee.

Member of our Nominating Committee.

Member of our Investment Committee.

Class I Director whose directorship will be voted on by stockholders at the 2024 Annual Stockholder Meeting.

Class II Director whose directorship will be voted on by stockholders at the 2025 Annual Stockholder Meeting.

Class III Director whose directorship will be voted on by stockholders at the 2026 Annual Stockholder Meeting.

The biographies of our current directors and significant

employees are as follows:

Anthony Hayes

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Officer since 2013, has served as the Chief Executive Officer of North South since March 2013 and since June 2013, as a consultant to

Hayes was the fund manager of JaNSOME IP Management LLC and JaNSOME Patent Fund LP from August 2012 to August 2013,

both of which he co-founded.

Hayes was the fund manager of JaNSOME IP Management LLC and JaNSOME Patent Fund LP from August 2012 to August 2013, both

of which he co-founded.

Hayes was the founder and Managing Member of Atwater Partners of Texas LLC from March 2010 to August 2012

and a partner at Nelson Mullins Riley & Scarborough LLP from May 1999 to March 2010.

Hayes received his Juris Doctorate

from Tulane University School of Law and his B.A.

Hayes received his Juris Doctorate from Tulane

University School of Law and his B.A.

in economics from Mary Washington College.

The Board believes Mr.

The Board of Directors believes Mr.

Hayes is qualified

to serve as a director of the Company based on his intimate knowledge of the Company through his service as Chief Executive Officer.

On March 10, 2017, as a result of Mr.

Frank Reiner’s resignation as Chief Financial Officer, Mr.

Hayes began serving as the Company’s

Principal Accounting Officer.

Ledwick, who joined as a director

in 2015, was most recently the Chief Financial Officer of SYFT, a private equity-backed company that provides software solutions and

services to hospitals focused on reducing costs through superior inventory management practices which was successfully sold to GHX in

In addition, since 2012 he has served on the board and Chair of the Audit Committee of Telkonet, Inc.

(TKOI) a smart energy management

technology company.

Ledwick, who joined as a director in

2015, was most recently the Chief Financial Officer of SYFT, a private equity-backed company that provides software solutions and services

to hospitals focused on reducing costs through superior inventory management practices which was successfully sold to GHX in 2022.

addition, since 2012 he has served on the board and Chair of the Audit Committee of Telkonet, Inc.

(TKOI) a smart energy management technology

From 2007 to 2011, Mr.

Ledwick provided CFO consulting services to a $150 million services firm and, in addition,

from 2007-2008 also acted as special advisor to The Dellacorte Group, a middle market financial advisory firm focused on transactions

between $100 million and $1 billion.

From 2002 through 2006, Tim was a member of the Board of Directors and Executive Vice President-CFO

of Dictaphone Corporation playing a lead role in developing a business plan which revitalized the company, resulting in the successful

sale of the firm and delivering seven times return to shareholders.

From 2001-2002, Ledwick was brought on as CFO to lead the restructuring

efforts of Lernout & Hauspie Speech Products, a Belgium-based NASDAQ listed speech technology company, whose market cap had at one

point reached a high of $9 billion.

From 1999 through 2001, he was CFO of Cross Media Marketing Corp, an $80 million public company headquartered

in New York City, playing a lead role in the firm’s acquisition activity, tax analysis and capital raising.

Ledwick provided CFO consulting services to a $150 million services firm and, in addition, from 2007-2008

also acted as special advisor to The Dellacorte Group, a middle market financial advisory firm focused on transactions between $100 million

and $1 billion.

From 2002 through 2006, Mr.

Ledwick was a member of the Board of Directors and Executive Vice President-CFO of Dictaphone

Corporation playing a lead role in developing a business plan which revitalized the company, resulting in the successful sale of the firm

and delivering seven times return to stockholders.

From 2001-2002, Mr.

Ledwick was brought on as CFO to lead the restructuring efforts

of Lernout & Hauspie Speech Products, a Belgium-based Nasdaq listed speech technology company, whose market cap had at one point reached

a high of $9 billion.

From 1999 through 2001, he was CFO of Cross Media Marketing Corp, an $80 million public company headquartered in

New York City, playing a lead role in the firm’s acquisition activity, tax analysis and capital raising.

Ledwick is a member

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his MS in Finance from Fairfield University.

LeMire, who joined as a member of our Board

of Directors in 2020, is a high-performing investment sales manager and product specialist with 25 years of verifiable success in positioning

investment management solutions across multiple channels.

LeMire currently serves as the Managing Director of National Sales at Day

Hagan Asset Management where he is responsible for managing the firm’s asset management business.

Before joining Day Hagan Asset

Management, Mr.

LeMire was a Senior Regional Vice President for State Street Global Advisors and served in various other Vice President

positions at Invesco, Old Mutual Investment Partners, Oppenheimer Funds and CitiGroup.

LeMire holds a Master of Science degree in

Mechanical Engineering from Polytechnic University, a Master of Business Administration from Adelphia University and a Bachelor of Science

degree from Manhattan College.

The Board of Directors believes that Mr.

LeMire’s executive experience and financial expertise qualifies

him to serve as a director of the Company.

Ledwick’s executive experience and financial

expertise qualifies him to serve as a director of the Company.

Robert Dudley

Dudley, who joined as a member of our Board

of Directors in 2020, currently serves as the Eastern Division and Metropolitan New York City Regional Sales Manager for Select Sector

Standard & Poor’s Depositary Receipts (“SPDRs”).

Robert Dudley, who joined as a member of our

Board of Directors in 2020, currently serves as the National and Metropolitan New York City Regional Sales Manager for Select Sector Standard

& Poor’s Depositary Receipts (“SPDRs”).

Prior to joining Select Sector SPDRs in 2008, Mr.

several managerial positions at Merrill Lynch within from 1981 through 2007.

Dudley began his career in the Merrill Lynch White Weld

Capital Markets in Corporate Bond Syndicate, later moving to Sales Manager for Taxable Fixed Income and Equity Marketing.

Dudley managed Merrill Lynch Consults for the New York City District and ended his career as a Financial Advisor and Sales Manager at

the Merrill Lynch Rockefeller Center Branch office.

Dudley held several managerial

positions at Merrill Lynch from 1981 through 2007.

Dudley began his career in the Merrill Lynch White Weld Capital Markets in Corporate

Bond Syndicate, later moving to Sales Manager for Taxable Fixed Income and Equity Marketing.

Dudley managed Merrill Lynch Consults

for the New York City District and ended his career as a Financial Advisor and Sales Manager at the Merrill Lynch Rockefeller Center Branch

The Board of Directors believes that Mr.

Dudley’s executive experience and

financial expertise qualifies him to serve as a director of the Company.

Wool, who joined as a member of our Board

of Directors in 2021, has been the president of Revere Wealth Management, where he provides integrated strategies designed to help build,

manage and preserve wealth for wealthy families, endowments and foundations, since January 2021.

Prior to his employment at Revere Wealth

Management, Mr.

Wool was an Executive Director at Morgan Stanley (NYSE:

MS) from May 2013 to January 2021, where he where he where he

provided strategic wealth management and investing guidance to his clients.

Prior to his employment at Morgan Stanley and The Wool Group,

Wool was employed at Oppenheimer and Co., Inc.

in a number of roles, where he strategic wealth management and investing guidance

to his clients, from 2005 to 2013.

Specifically, from 2010 until 2013, Mr.

Wool served as a Managing Director of the Professional Investors

Group for Oppenheimer Asia Ltd.

Wool currently serves as a board member of LifeLine NY, a charity foundation focused on attain medical

equipment for the underprivileged children of Serbia and a board member of CIRSD (Center for International Relations and Sustainable

Development), whose mission is to empower youth in communities with the greatest need to reach their full potential and pursue higher

Wool is also a Partner at Merakia, a Greek steakhouse in the Flatiron district of NYC and a Partner at Isouvlaki, which

is a Quick Service Restaurant in the Tristan area.

Wool was involved in an arbitration proceeding with FINRA, which was

settled in 2011.

We believe Mr.

Wool is well qualified to serve as a director due to his extensive experience in banking and wealth management.

Yu, who joined as a member of our Board of

Directors in 2022, has been the Managing Director of International Private Client Services for Revere Securities since January 2018.

more than a decade of experience working in financial services, she focuses on international business development and the cultivation

of overseas client banking relationships.

Dudley’s executive experience and financial expertise qualifies him to serve as

a director of the Company.

Kyle Wool, who joined as a member of our Board

of Directors in 2021, currently serves as the President of Dominari Holdings, CEO of Dominari Financial, and the CEO of Dominari Securities.

He boasts over 20 years in various aspects of global finance previously as a Managing Director of Oppenheimer & Co., Head of Wealth

Management for their Asian branch, Executive Director at Morgan Stanley, and President of Revere Securities LLC.

His extensive knowledge

allows him to provide strategic guidance while advising those on the team managing all facets related to financial services categories

with senior level insights within an organizing whose growth strategies, he actively contributes towards cultivating.

active in various philanthropic endeavors both domestically and abroad.

He currently serves as a board member of LifeLine NY, a board

member of the CIRSD (Center for International Relations and Sustainable Development), a board member of Project Rousseau and also a board

member of Lang Lang International Music Foundation.

Wool holds Series 7, 63, & 24 Securities licenses.

The Board of Directors

believes that Mr.

Wool’s extensive experience in banking and wealth management qualifies him to serve as a director of the Company.

Soo Yu, who joined as a member of our Board

of Directors in 2022, is the managing Director of International Private Client Services for Dominari Securities where she leads the top

performing Wool Group.

With more than a decade of experience working in financial services, she focuses on international business development

and the cultivation of overseas client banking relationships.

A naturalized U.S.

citizen originally from South Korea, Soo brings significant expertise in

Asian markets and expansive global reach through her connectivity with international contacts.

Soo earned her B.A.

in Fine Arts from

the Fashion Institute of Technology and studied at the University of Nottingham and the Paris Fashion Institute.

She holds Series 7 and

Series 66 designations and her real estate license.

Previously, she maintained her Series 79 and 24.

Soo actively supports several nonprofit

organizations, including philanthropies committed to improving the lives of children and the elderly as well as sustainability.

currently a board member of The Korean Community Services of Metropolitan New York, Inc.

citizen originally from South Korea, Ms.

Yu brings significant

expertise in Asian markets and expansive global reach through her connectivity with international contacts.

Before joining Dominari, Ms.

Yu was Managing Director of Revere Securities.

Yu earned her B.A.

in Fine Arts from the Fashion Institute of Technology and studied

at the University of Nottingham and the Paris Fashion Institute.

She holds Series 7, 66, 24 Securities licenses, New York Life, Accident

and Health Insurance Agent/Broker, New York Property and Casualty Insurance Agent/Broker and Real Estate License.

Previously, she maintained

her Series 79 Securities license.

Yu actively supports several nonprofit organizations, including philanthropies committed to improving

the lives of children and the elderly as well as sustainability.

She is currently a board member of The Korean Community Services of Metropolitan

New York, Inc.

The Board of Directors believes that Ms.

wealth management experience qualifies her to serve as a director of the Company.

Yu’s wealth management experience qualifies her to serve as a director of

Gregory James Blattner

Blattner, who joined as a member of our Board

of Directors in 2018, has nearly ten years of experience in the technology industry specializing in financial services.

January 2022, he has served as the Vice President of CDI’s Modern IT Operations Business.

CDI is technology services business that

helps it clients architect, deploy and manage all of their multiplatform hybrid IT solutions.

Prior to CDI Mr.

Blattner spent 7 years at Agio a progressive managed information technology and cybersecurity services provider, where he was responsible

for sales and account management of enterprise accounts.

Gregory James Blattner, who joined as a member

of our Board of Directors in 2018, has nearly ten years of experience in the technology industry specializing in financial services.

January 2022, he has served as the Vice President of AHEAD’s Managed Services business.

AHEAD is technology services integrator

that helps its clients architect, deploy and manage all multiplatform hybrid technology solutions.

Prior to AHEAD, Mr.

Blattner spent

7 years at Agio, a progressive managed information technology and cybersecurity services provider, where he was responsible for sales

and account management of enterprise accounts.

Prior to Agio, from May 2013 to December 2013, Mr.

Blattner was a business

development manager for the Eikon platform at Thomson Reuters.

Blattner was a business development

manager for the Eikon platform at Thomson Reuters.

From 2010 to 2013, Mr.

Blattner was a sales manager at American Express

for its foreign exchange business.

Blattner was a sales manager at American Express for its foreign

exchange business.

From 2005 to 2009, Mr.

Blattner held various positions at JPMorgan, first in the operational risk

management arm of the investment bank and later in Foreign Exchange product sales for its treasury services business.

From 2000 to 2004,

Blattner was an Associate at Morgan Stanley’s corporate treasury funding desk.

He earned a bachelor’s degree from

Iona College.

The Company believes Mr.

Blattner’s extensive experience in technology and operations solutions make him a qualified

appointee as director.

Carlos Aldavero

Aldavero has served as the President of Dominari

Financial Inc.

since July 22 , 2022.

Aldavero has over 25 years of experience in the financial sector, launching, growing

and managing domestic and international business units for global banks through client acquisition, client retention and advisor growth

within the wealth management, institutional and ultra-high net worth space.

From April 2014 to July 2022 he was the Associate

Complex Manager at Morgan Stanley’s New York office.

At Morgan Stanley, Mr.

Aldavero co-managed its largest flagship Wealth

Management Complex in the country, supervising and managing 245 Financial Advisors, with $70 billion in AUM and $500 million in revenues,

including 25 Private Wealth Management Advisors (UHNW), 125 domestic advisors and 120 international advisors, covering individuals, single

family offices, multi family offices, registered investment advisors and financial intermediaries.

Prior to Morgan Stanley, Mr.

held leadership roles at Merrill Lynch, Deutsche Bank, and Bear Stearns, among other international financial institutions.

his Bachelor’s degree of Science in Business Administration, Major in Finance, at Northeastern University School of Business in

Aldavero has his series 7, 9/10, 63, 66 securities licenses.

The Bord of Directors believes Mr.

Aldavero’s extensive

wealth management experience qualifies him to serve as the President of Dominari Financial Inc.

Blattner held various positions at JPMorgan, first in the operational risk management arm of

the investment bank and later in Foreign Exchange product sales for its treasury services business.

From 2000 to 2004, Mr.

an associate at Morgan Stanley’s corporate treasury funding desk.

He earned a bachelor’s degree from Iona College.

of Directors believes Mr.

Blattner’s extensive experience in technology and operations solutions qualifies him to serve as a director

of the Company.

Kyle Haug, a member of the Board of Directors

since 2023, currently serves as the Chief Operating Officer, Chief Technology Officer and Chief Marketing Officer for Haug Partners LLP.

Haug Partners is an intellectual property law firm with offices in New York, Washington D.C.

and West Palm Beach.

The firm specializes

in protecting innovator portfolios in the life science, automobile and technology sectors.

Haug graduated with a B.S.

in Administration

of Justice from Penn State University where he was a collegiate swimmer.

Haug served on the Junior Council for the American Museum

of Natural History for over a decade and is a current committee member at the Metropolitan Club, Plandome Country Club and Haug Family

The Board of Directors believes Mr.

Haug’s extensive experience and skill in aiding the growth of company operations

qualifies him to serve as a director of the Company.

George Way has served as the Chief Financial

Officer of the Company since April 3, 2023.

Way has had a distinguished career as a senior executive with expertise in financial leadership,

operations management, and acquisition due diligence.

He has been a trusted business advisor to members of senior management with experience

in solving complex business challenges, improving productivity, and reducing expenses.

Prior to joining Dominari, Mr.

Way served as the

first Chief Financial Officer of Steward Partners, a wealth advisory firm responsible for financial reporting and analysis, tax strategy

and reporting.

Way also served as Chief Operating Officer of Ridgeworth Capital Management, a multi-boutique asset management firm

with a broad range of responsibility encompassing operations, technology and infrastructure while leading the effort to consolidate of

all central service platforms.

He was also a Vice President of Equities Controlling & Head of Americas Equities Management Reporting

Business at Deutsche Bank Securities Inc.

Way started his career at Deloitte LLP and was an audit manager in their asset management

Way holds series 7 & 24 securities licenses.

He received his Bachelor of Business Administration from Pace University

and is a Certified Public Accountant in the State of New York.

Way has no family relationship with any of the executive officers or

directors of the Company.

There are no arrangements or understandings between Mr.

Way and any other person pursuant to which he was appointed

as an officer of the Company.

The Board of Directors believes that Mr.

Way’s prior financial background qualifies him to serve as

the Chief Financial Officer of the Company.

Christopher Devall

Devall has served as the Vice President of

Operations of the Company since July 1, 2022, and was a member of its advisory board from April 2022 to June 2022.

Devall served

as senior operations department head in the Department of Defense from February 2019 to June 2022, and as a senior operations department

manager from April 2016 to January 2019.

He is a retired military veteran.

Devall received his Masters of Business Administration

from the University of Virginia Darden School of Business and holds a B.S.

Christopher Devall has served as the Chief

Operating Officer of the Company since January 1, 2023.

Prior to that he was the Company’s Vice President of Operations from July

1, 2022 to January 1, 2023 and was a member of its advisory board from April 2022 to June 2022.

Devall served as senior operations

department head in the Department of Defense from February 2019 to June 2022, and as a senior operations department manager from April

2016 to January 2019.

Devall is a retired military veteran and received his Masters of Business Administration from the University

of Virginia Darden School of Business and holds a B.S.

in Strategic Studies and Defense Analysis from Norwich University.

Devall has no family relationship with any of the executive officers or directors of the Company.

There are no arrangements or understandings

no family relationship with any of the executive officers or directors of the Company.

There are no arrangements or understandings between

Devall and any other person pursuant to which he was appointed as an officer of the Company.

The Board of Directors believes

Devall’s prior operations background qualifies him to serve as the Vice President of Operations of the Company.

The Board of Directors believes that

Devall’s prior operations background qualifies him to serve as the Chief Operating Officer of the Company.

Family Relationships

There are no arrangements between our directors,

and any other person pursuant to which our directors were nominated or elected for their positions.

Yu have been married

since December 2010.

executive officers and any other person pursuant to which our directors were nominated or elected for their positions.

Yu have been married since December 2010.

Section 16(a) Beneficial Ownership Reporting

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initial reports of beneficial ownership and reports of changes in beneficial ownership of common stock.

Anyone required to file such

reports also need to provide us with copies of all Section 16(a) forms they file.

Anyone required to file such reports

also needs to provide us with copies of all Section 16(a) forms they file.

Based solely upon a review of (i) copies of the

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The Audit Committee has been established in accordance

with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and is currently comprised of

Timothy Ledwick (Chairman), Paul LeMire, and Robert J.

Vander Zanden, each of whom the Board of Directors has determined satisfies the

applicable SEC and Nasdaq independence requirements for audit committee members.

with Section 3(a)(58)(A) of the Exchange Act and is currently comprised of Mr.

Tim Ledwick (Chairman), Mr.

Robert Dudley and Mr.

Kyle Haug, each of whom the Board of Directors has determined satisfies the applicable SEC and Nasdaq independence requirements for audit

committee members.

The Board of Directors has also determined that Mr.

is an “audit committee financial expert,” as defined by the applicable rules of the SEC and Nasdaq.

The Audit Committee is responsible for, among

other things:

the independence, qualifications, services, fees and performance of our independent registered

public accounting firm;

● appointing,

replacing and discharging our independent registered public accounting firm;

● pre-approving the

professional services provided by our independent registered public accounting firm;

the scope of the annual audit and reports and recommendations submitted by our independent

registered public accounting firm;

our financial reporting and accounting policies, including any significant changes, with

our management and our independent registered public accounting firm.

Ledwick is an “audit committee financial expert,”

as defined by the applicable rules of the SEC and Nasdaq.

The Audit Committee is

responsible for, among other things:

reviewing the independence, qualifications, services, fees and performance of our independent registered public accounting firm;

appointing, replacing and discharging our independent registered public accounting firm;

pre-approving the professional services provided by our independent registered public accounting firm;

reviewing the scope of the annual audit and reports and recommendations submitted by our independent registered public accounting firm;

reviewing our financial reporting and accounting policies, including any significant changes, with our management and our independent registered public accounting firm.

Nominating Committee

The Nominating Committee currently consists

of Gregory James Blattner (Chairman), Paul LeMire, and Robert Dudley, each of whom the Board of Directors has determined satisfies the

applicable SEC and Nasdaq independence requirements.

The Nominating Committee

currently consists of Mr.

Gregory James Blattner (Chairman) and Mr.

Robert Dudley, each of whom the Board of Directors has determined

satisfies the applicable SEC and Nasdaq independence requirements.

The Nominating Committee

reviews, evaluates and proposes candidates for election to our Board of Directors, and considers any nominees properly recommended by

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The Compensation Committee currently consists

of Kyle Wool (Chairman), Robert J.

Vander Zanden, and Robert Dudley, each of whom the Board of Directors has determined satisfies the

applicable SEC and Nasdaq independence requirements.

In addition, each member of the Compensation Committee has been determined to be

a non-employee director under Rule 16b-3 as promulgated under the Exchange Act.

The Compensation Committee reviews

and recommends to the Board of Directors the compensation for our executive officers and our non-employee directors for their

services as members of the Board of Directors.

Compensation Committee Interlocks and

Insider Participation

None of the members

of our Compensation Committee is or has been an officer or employee of our company.

None of our executive officers currently serves,

or in the past year has served, as a member of the Compensation Committee of any entity that has one or more of its executive officers

serving on our Board of Directors or Compensation Committee.

Robert Dudley (Chairman) and Mr.

Kyle Haug, each of whom the Board of Directors has determined satisfies the applicable SEC and

Nasdaq independence requirements.

In addition, each member of the Compensation Committee has been determined to be a non-employee director

under Rule 16b-3 as promulgated under the Exchange Act.

The Compensation Committee reviews and recommends to the Board of Directors

the compensation for our executive officers and our non-employee directors for their services as members of the Board of Directors.

Compensation Committee

Interlocks and Insider Participation

None of the members of

our Compensation Committee is or has been an officer or employee of our company.

None of our executive officers currently serves, or in

the past year has served, other than Mr.

Wool who previously served on our Compensation Committee until his appointment as President,

as a member of the Compensation Committee of any entity that has one or more of its executive officers serving on our Board of Directors

or Compensation Committee.

Compensation Recovery

3 unchanged sentences

from our current and former executive officers.

We plan to implement a clawback policy to address this, although we have not yet

implemented such policy .

Code of Ethics and Code of Conduct

We are in the process

of adopting a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal

executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the code will be posted on our website, www.aikidopharma.com.

The information on or accessed through our website is deemed

not to be incorporated in this Annual Report or to be part of this Annual Report.

We have adopted a clawback policy to address this, which is attached as an exhibit

filed with this Annual Report.

Investment Committee

The Investment Committee

currently consists of Mr.

Kyle Wool (Chairman), Mr.

Anthony Hayes and Mr.

The Investment Committee recommends and oversees

the Company’s investment transactions, management, policies, and guidelines, including reviews of investment manager selection,

establishment of investment benchmarks, review of investment performance and oversight of investment risk management exposure policies

and guidelines.

Code of Ethics and

Code of Conduct

We have adopted a written

code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer,

principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the code is

available on our website, www.dominari.com.

The information on or accessed through our website is deemed not to be incorporated in this

Annual Report or to be part of this Annual Report.

EXECUTIVE COMPENSATION

The following Summary of Compensation table sets

forth the compensation paid by our Company during the two years ended December 31, 2022 and 2021, to all Executive Officers earning in

excess of $100,000 during any such year.

Summary of Compensation

and Principal Position

Incentive Plan Compensation

in Pension Value and Non-Qualified Deferred Compensation Earnings

Other Compensation

Executive Officer, Director,

Principal Accounting Officer and

Named Executive Officers

Our named executive officers (“NEOs”),

which consist of (i) all individuals serving as our principal executive officers during fiscal year 2023, (ii) two other of our most

highly compensated executive officers who were serving as executive officers at December 31, 2023, and (iii) up to two other of our most

highly compensated executive officers for whom disclosure would have been provided pursuant to clause (ii) but for the fact that the

individual was not serving as an executive officer at December 31 ,

Hayes, our Chief Executive Officer, Director, Principal Accounting Officer, and Principal

Financial Officer;

Drug Development & General Counsel

pursuant to the AIkido Pharma, Inc.

2013 Incentive Compensation Plan, 2014 Plan and 2020

Narrative Disclosure to Summary Compensation

Yu, our Special Projects Manager;

Wool, our President.

following Su mmary of Compensation table sets forth the compensation paid by our Company during the two fiscal years ended December

31, 2023 and 2022, to our NEOs.

Summary of Compensation Table

Name and Principal Position

Incentive Plan

Anthony Hayes,

Chief Executive Officer, Director,

Principal Accounting Officer and

Principal Financial Officer

Special Projects Manager

amount reported in this column represents the aggregate grant date fair value of stock granted to Ms.

Yu during 2023, as calculated in

accordance with FASB ASC Topic 718.

The stock was earned pursuant to the attainment of certain assets under management goals, as set

Yu’s employment agreement (described below).

The stock was fully vested on the grant date.

The amount reported in this column represents the cash payment earned by Ms.

Yu pursuant to her employment agreement for attaining certain assets under management goals, as more fully discussed below.

The amount also includes performance compensation based on sales production paid at a rate of 60%.

Yu, the amounts reported in this column consist of director fees.

Wool, the amounts reported in this column consists of payments for reimbursement to support

health and wellness and client development used exclusively for business.

Narrative Disclosure to Summary of

Compensation Table

Employment Agreements

Anthony Hayes

On June 28, 2021, we entered into an employment

agreement with Anthony Hayes (the “Hayes Agreement”), pursuant to which Mr.

Hayes serves as our Chief Executive Officer.

an amendment effective April 1, 2023, the term of the Hayes Agreement is for five years from the effective date of the amendment with

automatic one-year extensions unless either the Company or Mr.

Hayes gives six months’ non-renewal notice.

Pursuant to an amendment effective December 6,

2023, the Hayes Agreement provides that Mr.

Hayes shall receive an annual base salary of $500,000 and an annual bonus.

The annual bonus

is paid in a combination of cash and shares of our common stock upon the Company’s achievement of certain annual revenue targets,

as stated in the table below.

Annual Revenue

$3,500,000 or more

$150,000, plus

154,559 shares

Between $7.5mm and $15mm

$250,000, plus

154,599 shares

$15mm or more

$500,000, plus

154,559 shares

Our Board of Directors may adopt different or

additional performance criteria for future years after consultation with Mr.

Hayes, provided that such criteria must be reasonably attainable.

The bonus, to the extent earned, will be paid following the completion of our annual audit and public announcement of such results (and

in all cases by July 31 of the year following the performance year), provided that Mr.

Hayes is actively employed on April 15 th

of the year following the performance year.

The Hayes Agreement also provides that Mr.

will be entitled to participate in pension, profit sharing, group insurance, hospitalization, group health and benefit plans, perquisites,

and all other benefits and plans the Company provides to its senior officers.

If at any time during the term, the Company does not provide

its senior executives with health insurance, Mr.

Hayes will be entitled to secure such insurance for himself and his immediate family

and the Company will reimburse him for the cost of such insurance.

The Hayes Agreement provides that upon Mr.

termination due to (A) his death, (B) disability, (C) by the Company without cause (as defined in the Hayes Agreement), or (D) due to

the Company not renewing the Hayes Agreement term, he or his estate will be entitled to the following:

(i) twelve months’ base salary

paid in a lump sum, (ii) continued group health coverage (if validly elected) for 12 months at the same cost as applied prior to his termination,

and (iii) the pro-rata portion of any earned annual bonus.

Hayes’ employment is terminated (A)

Hayes for good reason (as defined in the Hayes Agreement) or (B) within 30 days of a change in control (as defined in the Hayes

Agreement), then Mr.

Hayes will be entitled to receive the following:

(i) twelve months’ base salary paid in a lump sum, (ii) continued

group health coverage (if validly elected) for 12 months at the same cost as applied prior to his termination, (iii) the pro-rata portion

of any earned annual bonus, and (iv) full vesting of all outstanding and then unvested equity awards.

On April 3, 2023, we entered into an employment

agreement with Mr.

Anthony Hayes pursuant to which Mr.

Hayes serves as the Chief Executive Officer for a period of one year, subject

In consideration for his employment, we agreed to pay Mr.

Hayes a base salary of $350,000 per annum.

Hayes will be entitled

to receive an annual bonus in an amount equal to up to 100% of his base salary if we meet or exceed certain criteria adopted by our Compensation

We further agreed to grant executive restricted stock units, pursuant to the Corporation’s 2014 Equity Incentive Plan,

with respect to 118,512 shares of the Company’s common stock.

One-half of the grant shall vest if as of December 31, 2016, the

Corporation has pro-forma cash of at least five million dollars ($5,000,000) (cash plus any cash used for a Board-approved extraordinary

acquisition or transaction reconstituting the Company’s core operations, less accrued bonuses) and one-half shall vest upon the

Company meeting certain agreed upon criteria.

As of June 30, 2020, 59,256 restricted stock units were vested and 59,256 restricted stock

units were forfeited.

Under the April 1, 2016 employment agreement

Hayes, we have agreed to, in the event of termination by us without “cause” or pursuant to a change in control,

Hayes, in addition to reimbursement of any documented, unreimbursed expenses incurred prior to such date, (i) any unpaid compensation

and vacation pay accrued during the term of the Employment Agreement, and any other benefits accrued to him under any of our benefit

plans outstanding at such time, (ii) twelve (12) months base salary at the then current rate to be paid in a single lump sum within thirty

(30) days of Mr.

Hayes’ termination, (iii) continuation for a period of twelve (12) months of any benefits as extended to our executive

officers from time to time, including but not limited to group health care coverage and (iv) payment on a pro rata basis of any annual

bonus or other payments earned in connection with any bonus plans to which Mr.

Hayes was a participant as of the date of termination.

In addition, any options or restricted stock shall be immediately vested upon termination of Mr.

Hayes’s employment without “cause”

or pursuant to a change in control.

On October 19, 2017, the Company entered into

an amendment to the employment agreement of Mr.

Hayes, pursuant to which, effective January 1, 2017, Mr.

Hayes was entitled to receive

an annual cash bonus in an amount equal to up to $250,000 if the Company meets or exceeds certain criteria adopted by the Compensation

Committee of the Company’s Board of Directors.

In addition, Mr.

Hayes was awarded a restricted stock unit grant for 30,000 shares

of the Company’s common stock under the Company’s 2014 Equity Incentive Plan.

Such grant shall vest in installments, in tandem

with the satisfaction of the same criteria to which the cash bonus is subject.

If all criteria are met, 100% of the grant of restricted

stock units shall vest upon the determination of the Compensation Committee, which in any event shall not be later than March 15, 2018.

On June 28, 2021, the Company entered into an

amendment to the employment agreement of Mr.

Hayes, pursuant to which, effective on July 1, 2021 the term of the employment agreement

shall be extended to June 28, 2024 and that Mr.

Hayes’ executive compensation will be increased to $500,000 annually.

was entitled to receive an annual cash bonus in an amount equal to up to $250,000 if the Company meets or exceeds certain criteria adopted

by the Compensation Committee of the Company’s Board of Directors.

All other terms of Mr.

Hayes’ employment

agreement, effective as of April 1, 2016, as amended on October 9, 2017 and June 28, 2021, remain in full force and effect.

Darrell Dotson

On January 1, 2017, we entered into an employment

agreement with Mr.

Darrell Dotson pursuant to which Mr.

Dotson serves as the Vice President, for a period of three months, which shall

automatically be extended for three months unless either party provides notice of non-renewal.

In consideration for his employment, we

agreed to pay Mr.

Dotson a base salary of $125,000 per annum.

Dotson will be entitled to receive an annual bonus in an amount equal

to up to 50% of his base salary if we meet or exceed certain criteria adopted by our Compensation Committee.

We further agreed to grant

executive restricted stock units, pursuant to the Corporation’s 2014 Equity Incentive Plan, in addition to the cash bonus, upon

confirmation by the compensation committee.

On March 24, 2020, we entered into an amendment

to the employment agreement of Mr.

Dotson pursuant to which Mr.

Dotson was entitled to receive a base salary of $250,000 per annum.

July 1, 2021, we entered into a second amendment to the employment agreement of Mr.

Dotson pursuant to which Mr.

Dotson was entitled

to receive a base salary of $300,000 per annum.

Under the January 1, 2017 employment agreement

Dotson, we have agreed to, in the event of termination by us without “cause” or pursuant to a change in control,

Dotson, in addition to reimbursement of any documented, unreimbursed expenses incurred prior to such date, (i) a cash payment

of $250,000 and any unpaid compensation and vacation pay accrued during the term of his employment agreement, and any other benefits

accrued to him under any of our benefit plans outstanding at such time, (ii) continuation for a period of twelve (12) months of any benefits

as extended to our executive officers from time to time, including but not limited to group health care coverage and (iii) payment on

a pro rata basis of any annual bonus or other payments earned in connection with any bonus plans to which Mr.

Dotson was a participant

as of the date of termination.

In addition, any options or restricted stock shall be immediately vested upon termination of Mr.

employment without “cause” or pursuant to a change in control.

We provided timely notice of non-renewal of Mr.

Dotson’s contract ending December 31, 2022 and Mr.

Dotson’s employment terminated without “cause” on December

Christopher Devall

On July 1, 2022, we entered into an employment

agreement with Mr.

Christopher Devall pursuant to which Mr.

Devall serves as the Vice President, for a period of five years, which shall

automatically be extended for an additional year unless either party provides notice of non-renewal.

In consideration for his employment,

we agreed to pay Mr.

Devall a base salary of $250,000 per annum (which was prorated to $125,000 during the first year).

The employment

agreement provides for an annual salary of $300,000 in year two and $350,000 in year three through five.

Devall was paid a $50,000

signing bonus in restricted stock that will fully vest on January 1, 2023.

Devall’s employment agreement also provides for

an annual bonus of a minimum of $50,000, to be paid in cash of restricted based on the determination of the Compensation Committee of

the Board of Directors.

We further agreed to grant executive restricted stock units (RSUs), pursuant to the Corporation’s 2014

Equity Incentive Plan, in addition to the cash bonus, upon confirmation by the Compensation Committee in the amount of $1,000,000.

RSUs vest on a pro rata basis on each of the twelve calendar quarters starting after the grant date.

Devall is also entitled to the

payment or reimbursement of up to $10,000 per month for reasonable out-of-pocket expenses.

The employment agreement also provides for customary

events of termination of employment and provides that in the event of termination as a result of Mr.

Devall’s death or disability,

Devall is entitled to severance consisting of (i) twelve (12) months of his then current base salary, payable in a lump sum, less

withholding of applicable taxes, within thirty (30) days of the date of termination;

(ii) if he elects continuation coverage for group

health coverage pursuant to COBRA, then for a period of twelve (12) months following the termination of Mr.

Devall’s employment

the Company will pay such amount of the COBRA premiums so that Mr.

Devall is only required to pay the portion of the premiums that active

employees are required to pay;

and (iii) payment on a pro-rated basis of any annual bonus or other payments earned in connection with

any bonus plan to which Mr.

Devall was a participant as of the date of death or disability.

In the event of termination of Mr.

employment (i) as a result of the non-renewal of the employment agreement by the Company at the end of the then current term, (ii) by

Devall for “good reason” (as such term is defined in the employment agreement), (iii) by the Company, without cause,

or (iv) by Mr.

Devall, in the event of a change in control, then Mr.

Devall is entitled to the same severance as provided above.

Additionally,

if termination is by Mr.

Devall for good reason or by the Company, without cause, then all equity grants held by Mr.

Devall will immediately

Carlos Aldavero

On July 22, 2022, the Company entered into an

employment agreement with Mr.

Carlos Aldavero to serve as the President of Dominari Financials Inc., a wholly owned subsidiary of the

Company, for a period of three years, which shall automatically be extended for an additional year unless either party provides notice

of non-renewal.

In consideration for his employment, we agreed to pay Mr.

Aldavero a base salary of $450,000 per annum (which was prorated

to $198,750 during the first year).

Following the initial three year term, the Compensation Committee of the Board of Directors has the

right no obligation make any adjustments to Mr.

Aldavero’s base salary as it deems fit.

The employment agreement provides for a

cash signing bonus in the amount of $213,000 upon the effective date of the employment agreement.

Aldavero’s employment agreement

also provides for an annual bonus at the discretion of the Board of Directors, to be paid in cash of restricted based on the determination

of the Compensation Committee of the Board of Directors.

We further agreed to grant executive restricted stock units (RSUs), pursuant

to the Company’s 2014 Equity Incentive Plan (the 2014 Plan), in addition to the cash bonus, upon confirmation by the Compensation

Committee, in the amount of 50,000 shares.

This grant has not been made prior to December 31, 2022 because the 2014 Plan has no shares

The RSUs vest on a pro rata basis on each of the ten calendar months starting after the grant date.

Aldavero is also entitled

to RSUs in an amount equal to 2.5% of the Company’s fair market value as determined by the Board of Directors in good faith.

RSUs vest on a pro rata basis on each of the twelve calendar quarters following the the grant date.

This grant has not been made prior

to December 31, 2022 because the 2014 Plan has no shares available.

The employment agreement also provides for customary

events of termination of employment and provides that in the event of termination as a result of Mr.

Aldavero’s death or disability,

Aldavero is entitled to severance consisting of (i) twelve (12) months of his then current base salary, payable in a lump sum, less

withholding of applicable taxes, within thirty (30) days of the date of termination;

(ii) if he elects continuation coverage for group

health coverage pursuant to COBRA, then for a period of twelve (12) months following the termination of Mr.

Aldavero’s employment

the Company will pay such amount of the COBRA premiums so that Mr.

Aldavero is only required to pay the portion of the premiums that

active employees are required to pay;

and (iii) payment on a pro-rated basis of any annual bonus or other payments earned in connection

with any bonus plan to which Mr.

Devall was a participant as of the date of death or disability.

In the event of termination of Mr.

employment (i) as a result of the non-renewal of the employment agreement by the Company at the end of the then current term, (ii) by

Aldavero for Good Reason (as such term is defined in the Amended employment agreement), (iii) by the Company, without cause, or (iv)

Aldavero, in the event of a change in control, then Mr.

Aldavero is entitled to the same severance as provided above.

agreement with Soo Yu (the “Yu Agreement”), pursuant to which Ms.

Yu serves as both the Special Projects Manager and a registered

representative of the Company performing broker services.

The Yu Agreement has a one-year term, which the Company may extend at its discretion.

If the Company does not extend the term, Ms.

Yu’s continued service with us will be limited to broker services, which will be provided

on an at-will basis.

The Yu Agreement provides that Ms.

Yu shall receive

a base salary of $150,000 per annum, which must be paid through the end of the term or any extension of the term unless Ms.

Yu is terminated

for cause (as defined in the Yu Agreement) or terminates voluntarily without Good Reason (as defined in the Yu Agreement).

Additionally,

if termination is by Mr.

Aldavero for good reason or by the Company, without cause, then all equity grants held by Mr.

Aldavero will

immediately vest.

the Yu Agreement provides that Ms.

Yu will be entitled to receive a performance bonus based on the gross revenue she generates over a

trailing twelve-month period in accordance with the formula below.

Trailing 12 month Gross Revenue ($)

1,000,000 to 1,999,999

2,000,000 and up

Any compensation earned by Ms.

Yu pursuant to

the table will be paid to Ms.

Yu on a monthly basis on or about the 15 th day following the end of each calendar month in which

the underlying Gross Revenue was generated by Ms.

Yu, with compensation earned being limited by the proceeds actually paid to the Company

(rather than accrued).

We agreed to commence Ms.

Yu’s performance at the $2,000,000 level based on her most recent 12-month production

with her prior employer.

This level ma y only be adjusted after

April 3, 2024.

addition to the gross revenue bonus, the Yu Agreement also provides for production payments (“Production Payments”) of up

to $8,000,000, to be paid in equal payments of $2,666,666, upon Ms.

Yu’s attainment of the following production goals:

all required registrations and providing binding commitments and opening accounts for clients

with assets under management or account value of at least $50,000,000;

binding commitments and opening accounts for clients with assets under management or account

value of at least $150,000,000 in the aggregate;

binding commitments and opening accounts for clients with assets under management or account

value of at least $560,000,000 in the aggregate.

account values are inclusive of prior account values.

Each of the Production Payments will be paid as soon as administratively feasi ble

after the date on which the conditions for a given payment are met but no later than 30 days, provided that the Company is in full compliance

with its net capital and other regulatory requirements at that time.

Production Payments will be made fifty percent (50%) in cash and

fifty percent (50%) in shares of the Company.

The Production Payments are subject to pro rata clawback if Ms.

Yu is terminated for cause

or resigns without good reason during the seven (7) years following the payment date of any Production Payment.

Pursuant to the Yu Agreement, Ms.

Yu is subject

to a perpetual confidentiality covenant, and for the duration of Ms.

Yu’s employment and for the twelve months immediately following

her termination of employment with the Company, a covenant not to solicit the Company’s clients and service providers.

On October 12, 2022, our subsidiary Dominari Financial

entered into an employment agreement with Kyle Wool (the “Wool Agreement”), pursuant to which Mr.

Wool serves as the Chief

Executive Officer of Dominari Financial.

The term of the Wool Agreement is five years with automatic one-year extensions unless either

Dominari Financial or Mr.

Wool gives six months’ non-renewal notice.

The Wool Agreement provides that Mr.

receive an annual base salary of $500,000 and an annual bonus.

The annual bonus is paid in a combination of cash and shares of our common

stock upon Dominari Financial’s achievement of certain annual revenue targets, as stated in the table below.

Annual Revenue

$3,500,000 or more

$150,000, plus

154,559 shares

Between $7.5mm and $15mm

$250,000, plus

154,599 shares

$15mm or more

$500,000, plus

154,559 shares

Our Board of Directors may adopt different or

additional performance criteria for future years after consultation with Mr.

Wool, provided that such criteria must be reasonably attainable.

The bonus, to the extent earned, will be paid following the completion of our annual audit and public announcement of such results (and

in all cases by July 31 of the year following the performance year), provided that Mr.

Wool is actively employed on April 15 th

of the year following the performance year.

The Wool Agreement also provides that Mr.

will be entitled to participate in pension, profit sharing, group insurance, hospitalization, group health and benefit plans, perquisites,

and all other benefits and plans Financial provides to its senior officers.

If at any time during the term, Dominari Financial does not

provide its senior executives with health insurance, Mr.

Wool will be entitled to secure such insurance for himself and his immediate

family and Dominari Financial will reimburse him for the cost of such insurance.

Pursuant to the Wool Agreement, Mr.

Wool is entitled

to receive the following:

(i) the support of an administrative assistant, (ii) reimbursement for his personal cell phone expenses, (iii)

a monthly expense account of up to $20,000 for his business use, (iv) up to $100,000 in reimbursement for health care and social club

memberships, and (v) subject to Dominari Financial’s consent, reimbursement for all other reasonable out-of-pocket expenses actually

incurred or paid by Mr.

Wool in the course of his employment.

The Wool Agreement provides that upon Mr.

termination due to (A) his death, (B) his disability, (C) within 40 days of the consummation of change in control transaction (as defined

in the Wool Agreement), or (D) due to Dominari Financial not renewing the Wool Agreement term, he or his estate will be entitled to the

(i) twelve months’ base salary paid in a lump sum, (ii) continued group health coverage (if validly elected) for 12 months

at the same cost as applied prior to his termination, and (iii) the pro-rata portion of any earned annual bonus.

Wool’s employment is terminated (A)

Wool for good reason (as defined in the Wool Agreement) or (B) by Dominari Financial without cause (as defined in the Wool Agreement),

Wool will be entitled to receive the following:

(i) twelve months’ base salary paid in a lump sum, (ii) continued group

health coverage (if validly elected) for 12 months at the same cost as applied prior to his termination, (iii) the pro-rata portion of

any earned annual bonus, and (iv) full vesting of all outstanding and then unvested equity awards.

Retirement Benefits

Our NEOs are eligible to participate in our 401(k)

plan, which is a defined contribution plan offered to all of our full-time employees.

There are no other retirement benefit arrangements

covering our NEOs.

Termination and Change in Control Benefits

The material terms of the contracts with each

of our NEOs are summarized above, including the payments to NEOs at, following, or in connection with the resignation, change in control,

or other termination of an NEO.

Outstanding Equity Awards at December 31, 2023

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Exercise Price ($)

Option Expiration Date

Option Awards

Exercisable (1)

Unexercisable

Anthony Hayes

Darrell Dotson

(1) These options are fully vested.

Pay versus Performance

Pursuant to Section 953(a) of the Dodd-Frank

Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information

regarding “compensation actually paid”, as defined in Item 402(v).

In accordance with SEC rules, the “compensation

actually paid” amounts shown in the table below for each applicable year reflect certain adjustments to the values reported in the

Summary of Compensation Table as described in the footnotes to the following table.

In accordance with the transitional relief under

the SEC rules for smaller reporting companies, only three years of information is required as this is the Company’s first year

of disclosure under Item 402(v) of Regulation S-K.

Actually Paid

Table Total for

Actually Paid

Initial Fixed

(1) For each year shown, the PEO was the Chief Executive Officer,

Anthony Hayes.

The values reflected in this column reflect the “Total Compensation” paid to Mr.

Hayes, the Company’s

Principal Executive Officer, as set forth in the Summary of Compensation Table.

(2) The dollar amounts reported in this column represent the

amount of “compensation actually paid” to Mr.

Hayes, as computed in accordance with Item 402(v) of Regulation S-K.

dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr.

Hayes during the applicable year.

In accordance

with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine the “compensation

actually paid” amounts reported above for Mr.

Reconciliation

of Summary of Compensation Table Total to Compensation Actually Paid for CEO

Summary of Compensation Table Total

Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year

Fair Value of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End, Determined as of Applicable Fiscal Year End

Fair Value of Awards Granted During the Applicable Fiscal Year that Vested During the Applicable Fiscal Year, Determined as of the Vesting Date

Adjustment for Awards Granted During a Prior Fiscal Year that were Outstanding and Unvested as of the Applicable Fiscal Year End, Determined Based on the Change in ASC 718 Fair Value from Prior Fiscal year End to the Applicable Fiscal Year End

Adjustment for Awards Granted During a Prior Fiscal Year that Vested During the Applicable Fiscal year, Determined based on the Change in ASC 718 Fair Value from the Prior Fiscal Year End to the Vesting Date

ASC 718 Fair Value of Awards Granted During a Prior Fiscal Year that were Forfeited During the Applicable Fiscal Year, determined as of the Prior Fiscal Year End

Dividends or Other Earnings Paid During the Applicable Fiscal year Prior to the Vesting Date

Incremental Fair Value of Options/SARs Modified During the Applicable Fiscal Year

Compensation Actually Paid

(3) For 2021 and 2022, the non-PEO NEOs were Darrell Dotson, Carlos Aldavero and Christopher Devall.

2023, the non-PEO NEOs were Soo Yu and Kyle Wool.

The values reflected in this column reflect the average “Total

Compensation” paid to each of the non-PEO NEOs in the applicable year, as set forth in the Summary of Compensation Table for

the applicable year.

(4) The dollar amounts reported in column (e) represent

the average amount of “compensation actually paid” to the non-PEO NEOs, as a group, as computed in accordance with Item 402(v) of

Regulation S-K.

The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to

such persons during the applicable year.

In accordance with the requirements of Item 402(v) of Regulation S-K, the following

adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually

Reconciliation

of Average Summary of Compensation Table Totals for non-PEO NEOs to Average Compensation Actually Paid to non-PEO NEOs

Average Summary of Compensation Table

Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year

$ (5,266,666 )

Fair Value of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year End, Determined as of Applicable Fiscal Year End

Fair Value of Awards Granted During the Applicable Fiscal Year that Vested During the Applicable Fiscal Year, Determined as of the Vesting Date

ASC 718 Fair Value of Awards Granted During a Prior Fiscal Year that were Forfeited During the Applicable Fiscal Year, determined as of the Prior Fiscal Year End

Dividends or Other Earnings Paid During the Applicable Fiscal year Prior to the Vesting Date

Incremental Fair Value of Options/SARs Modified During the Applicable Fiscal Year

Average Compensation Actually Paid

(5) Cumulative Total Share Return (“TSR”) is calculated

by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference

between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at

the beginning of the measurement period.

(6) The dollar amounts reported represent the amount of net income

reflected in the Company’s audited financial statements for the applicable year.

Analysis of the Information Presented in the

Pay versus Performance Table

The Company’s executive compensation program

reflects a variable pay-for-performance philosophy.

While the Company utilizes several performance measures to align executive compensation

with Company performance, all of those Company measures are not presented in the Pay versus Performance table.

Moreover, the Company generally

seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation

that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year.

In accordance

with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information

presented in the Pay versus Performance table.

Compensation Actually Paid and Cumulative

The following graph illustrates the amount of

“compensation actually paid” (“CAP”) to Mr.

Hayes and the average amount of CAP to the Company’s Named

Executive Officers as a group (excluding Mr.

Hayes) relative to the Company’s cumulative TSR over the three years presented

in the table.

Compensation Actually Paid and Net Loss

As demonstrated by the following table, the amount

of CAP to Mr.

Hayes and the average amount of CAP to the Company’s Named Executive officers as a group (excluding Mr.

is not aligned with the Company’s net loss over the three years presented in the table.

The Company has not used

net loss as a performance measure in the overall executive compensation program.

Director Compensation

Our non-employee directors received the following

annual compensation for service as a member of the Board of Directors for the fiscal year ended December 31, 2023:

Annual Retainer

To be paid in cash in four equal quarterly installments.

Additional Retainer

To be paid to the Chairman of the Board upon election annually.

The following table summarizes the compensation

4 unchanged sentences

Non-Equity Incentive Plan Compensation ($)

Change in Pension Value and Non-Qualified

Deferred Compensation Earnings

Non-Qualified Deferred Compensation Earnings

All Other Compensation

2 unchanged sentences

Gregory Blattner (5)

Paul LeMire (5)

Robert Dudley (6)

Kyle Wool (7)

Kyle Haug (7)

stock awards were granted in accordance with ASC Topic 718 – Compensation – Stock Compensation .

of December 31, 2023, the aggregate number of stock and option awards held by each director was as follows:

Vander Zander holds 2,941 option awards;

Ledwick holds 2,941 option awards;

Blattner holds 2,941 option awards;

Dudley holds 2,941 option awards.

Vander Zanden was paid $65,000 in cash compensation for his service as a director in 2023.