REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 10th, 2024 • Applied Digital Corp. • Services-computer processing & data preparation
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 5, 2024, by and between Applied Digital Corporation, a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2024 • Applied Digital Corp. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 29, 2024, between Applied Digital Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
APPLIED DIGITAL CORPORATION Common Stock (par value $0.001 per share) Sales AgreementSales Agreement • July 9th, 2024 • Applied Digital Corp. • Services-computer processing & data preparation • New York
APPLIED DIGITAL CORPORATION Common Stock (par value $0.001 per share)At Market Issuance Sales Agreement • June 26th, 2023 • Applied Digital Corp. • Services-computer processing & data preparation • New York
Applied Digital Corporation, a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Craig-Hallum Capital Group LLC (the “Agent”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 10th, 2024 • Applied Digital Corp. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 5, 2024, between Applied Digital Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • August 30th, 2024 • Applied Digital Corp. • Services-computer processing & data preparation • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of August 28, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and APPLIED DIGITIAL CORPORATION, a company incorporated under the laws of the State of Nevada (the “Company”).
APPLIED BLOCKCHAIN, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2022 • Applied Blockchain, Inc. • Services-computer programming, data processing, etc. • New York
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • August 13th, 2021 • Applied Blockchain, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of 15, 2021 by and among Applied Blockchain, Inc., a Nevada corporation (the “Company”), the Investors (as defined below) and the Key Holders (as defined below) listed on Schedule A.
Dealer] [Dealer Address] [Dealer Address]Call Option Transaction • November 5th, 2024 • Applied Digital Corp. • Services-computer processing & data preparation • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [__________] (“Dealer”) and Applied Digital Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM...Convertible Note • May 24th, 2024 • Applied Digital Corp. • Services-computer processing & data preparation
THIS NOTE WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” AS DEFINED IN SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“OID”). YOU MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF OID, THE ISSUE PRICE, THE ISSUE DATE AND THE YIELD TO MATURITY BY CONTACTING THE ISSUER AT ITS ADDRESS SET FORTH IN SECTION 5.
EMPLOYMENT AGREEMENT Between Flight Safety Technologies, Inc. and C. ROBERT KNIGHTEmployment Agreement • September 7th, 2006 • Flight Safety Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Connecticut
THIS AGREEMENT made as of this 23rd day of June, 2005, by and between Flight Safety Technologies, Inc., a Nevada Corporation with a principal place of business at 28 Cottrell Street, Mystic, Connecticut, 06355 (hereafter "Flight Safety" or the "Company"), and C. Robert Knight (hereafter "Employee").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2024 • Applied Digital Corp. • Services-computer processing & data preparation • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 7, 2024, by and among Applied Digital Corporation, a Nevada corporation (together with any successor entity thereto, the “Company”), and CIM APLD Lender Holdings, LLC, a Delaware limited liability company (the “Investor”).
REEL STAFF, INC. 1069 South Alfred Street Los Angeles, California 90035Share Exchange Agreement • July 18th, 2002 • Reel Staff Inc • Services-help supply services
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2021 • Applied Blockchain, Inc. • Services-computer programming, data processing, etc. • New York
EMPLOYMENT AGREEMENT BETWEEN FLIGHT SAFETY TECHNOLOGIES, INC. AND WILLIAM B. COTTONEmployment Agreement • November 6th, 2002 • Flight Safety Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Connecticut
THIS AGREEMENT made as of this 3rd day of November, 2000, by and between Flight Safety Technologies, Inc., a Delaware Corporation with a principal place of business at 1 Spar Yard Road, New London, Connecticut (hereafter "Flight Safety" or the "Company"), individual residing at 1431 Bonita Avenue, Mount Prospect, IL 60056 (hereafter "Employee").
UNDERWRITER'S UNIT WARRANT AGREEMENTUnderwriter's Unit Warrant Agreement • February 2nd, 2004 • Flight Safety Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • New York
UNDERWRITER'S UNIT WARRANT AGREEMENT dated as of February __, 2004, between Flight Safety Technologies, Inc., a Nevada corporation (the "Company"), and The Shemano Group, Inc. (hereinafter referred to as the "Underwriter").
PURCHASE AGREEMENTPurchase Agreement • February 5th, 2009 • Flight Safety Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Purchase Agreement ("Agreement") dated as of January 13, 2009 between Flight Safety Technologies, Inc., a Nevada corporation (the "Company") and Cummins Family Limited Partnership, an Idaho limited partnership (the "Purchaser").
EXECUTIVE EMPLOYMENT CONTRACTExecutive Employment Contract • January 24th, 2022 • Applied Blockchain, Inc. • Services-computer programming, data processing, etc. • Texas
GLOBAL GUARANTY AGREEMENTGlobal Guaranty Agreement • May 24th, 2024 • Applied Digital Corp. • Services-computer processing & data preparation • New York
This Guaranty (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of May 24, 2024, by APLD-ELN-02 LLC, a Nevada company (“APLD ELN”), SAI Computing LLC (“SAI” and collectively with APLD ELN and any subsequent party that may join in this Guaranty, the “Guarantors”) in favor of YA II PN, LTD. (“YA II” or the “Creditor”), with respect to all obligations of Applied Digital Corporation, a Nevada corporation (the “Debtor”) owed to the Creditor.
TEAMING AGREEMENTTeaming Agreement • November 6th, 2002 • Flight Safety Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • New York
THIS AGREEMENT, entered into this 1st day of May 1997, by and between Flight Safety Technology, Inc. with offices at New London, Connecticut (hereinafter "FST") and Lockheed Martin Corporation, a Maryland corporation acting by and through its Ocean, Radar & Sensor Systems business, with offices at Syracuse, New York (hereinafter "Lockheed Martin"); FST and Lockheed Martin hereinafter jointly identified as the "Parties" or the "Team";
APPLIED DIGITAL CORPORATION Offering of $62,500,000 Series E-1 Preferred Shares DEALER MANAGER AGREEMENT Dated: September 23, 2024Dealer Manager Agreement • September 23rd, 2024 • Applied Digital Corp. • Services-computer processing & data preparation • Nevada
Applied Digital Corporation (NASDAQ:APLD) (the “Company”), will offer to investors deemed suitable pursuant to the standards set forth in FINRA Rule 2111 through a registered ongoing offering (the “Offering”) of Series E-1 Redeemable Preferred Stock in the Company (the “Shares”) to be offered and sold on the terms and conditions set forth in the Company’s registration statement on Form S-1 and prospectus that will be filed with the Securities and Exchange Commission (the “SEC”), as the same may be amended or supplemented (the “Registration Statement”). However, subject to the notice requirements set forth in Section 4.13, the Company reserves the right to conduct other offerings registered or exempt from registration with the SEC.
FLIGHT SAFETY TECHNOLOGIES, INC., a Nevada corporation, and PACIFIC STOCK TRANSFER COMPANY, as Warrant Agent, and THE SHEMANO GROUP, INC., as Underwriter PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • February 2nd, 2004 • Flight Safety Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • New York
PREPAID ADVANCE AGREEMENTPrepaid Advance Agreement • May 24th, 2024 • Applied Digital Corp. • Services-computer processing & data preparation • New York
THIS PREPAID ADVANCE AGREEMENT (this “Agreement”) dated as of May 24, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and APPLIED DIGITAL CORPORATION, a company incorporated under the laws of the State of Nevada (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENT Between Flight Safety Technologies, Inc. and FRANK L. REESEmployment Agreement • January 12th, 2006 • Flight Safety Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Connecticut
THIS AGREEMENT made effective as of the 4th day of November, 2005, by and between Flight Safety Technologies, Inc., a Nevada Corporation with a principal place of business at 28 Cottrell Street, Mystic, Connecticut (hereafter "Flight Safety" or the "Company"), and Frank L. Rees (hereafter "Employee").
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT CONTRACTExecutive Employment Contract • September 28th, 2023 • Applied Digital Corp. • Services-computer processing & data preparation
This Amendment to the Executive Employment Contract (“Agreement”) is made as of September 25, 2023 by and between Applied Digital Corporation (the “Employer”) and David Rench (the “Employee”).
LICENSE AGREEMENT between UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION and ADVANCED PLASMA PRODUCTS, INCLicense Agreement • February 5th, 2009 • Flight Safety Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • Tennessee
This License Agreement ("Agreement") is made and entered into this 10th day of September, 2008 ("Effective Date") by and between the UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION, having an office at 1534 White Avenue, Knoxville, TN 37996 ("UTRF"), and Advanced Plasma Products, Inc, a organized and existing under the laws of the State of Nevada as a wholly-owned subsidiary of Flight Safety Technologies, Inc, and having its principal place of business at 924 Corridor Park Blvd, Knoxville, TN 37932 ("LICENSEE").
MASTER HOSTING AGREEMENTMaster Hosting Agreement • November 2nd, 2021 • Applied Blockchain, Inc. • Services-computer programming, data processing, etc. • Texas
This Master Hosting Agreement (this “Agreement”), September 20, 2021, is between APLD Hosting, LLC (“APLD”) and F2Pool Mining, Inc. (“Customer”). In consideration of the promises set forth below, the parties agree as follows:
ContractService Framework Agreement • August 29th, 2022 • Applied Blockchain, Inc. • Services-computer programming, data processing, etc. • Hong Kong
** Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
FLIGHT SAFETY TECHNOLOGIES, INC. __________Units consisting of _________Shares of Common Stock (Par Value $.001 Per Share) and Redeemable Warrants to Purchase _________Shares of Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 26th, 2003 • Flight Safety Technologies Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Flight Safety Technologies, Inc., a Nevada corporation (the "Company"), proposes to issue and sell to The Shemano Group, Inc. (the "Underwriter") an aggregate of _______ (________ ) units (the "Offered Units"), at a price of $____ per Offered Unit, consisting of an aggregate of _______ (_______ ) shares of common stock of the Company, par value $.001 per share (the "Offered Shares"), which Offered Shares are presently authorized but unissued shares of common stock of the Company, par value $.001 per share (individually, a "Common Share" and collectively the "Common Shares"), and ________ (_______ ) Common Share purchase warrants (the "Offered Warrants"), entitling the holder of each Offered Warrant to purchase, at any time commencing on the Separation Date (as hereinafter defined) until 5:00 p.m. Eastern time, on _____, 2008 [5 years after Effective Date], one (1) Common Share, at an exercise price of $ (subject to adjustment in certain circumstances). The Offered Shares and the Offere
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2022 • Applied Blockchain, Inc. • Services-computer programming, data processing, etc.
Guaranty (Guarantor Name)Guaranty • March 5th, 2024 • Applied Digital Corp. • Services-computer processing & data preparation • North Dakota
This Guaranty ("Guaranty"), dated this 28th day of February, 2024, is made by [GUARANTOR NAME], a [___] (the "Guarantor"), having an office at 3811 Turtle Creek Blvd., Ste. 2100, Dallas, TX 75219, in favor and for the benefit of CORNERSOTNE BANK, a North Dakota state chartered bank (the “Lender”), having an office at 2280 45th St. S., Fargo, ND 58104.
AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • September 23rd, 2024 • Applied Digital Corp. • Services-computer processing & data preparation • Georgia
THIS AMENDED AND RESTATED SERVICES AGREEMENT (this “Agreement”) is made and entered into as of September 23, 2024 (the “Effective Date”), by and between Preferred Shareholder Services, LLC (“PSS”), a Delaware limited liability company and Applied Digital Corporation, a Nevada corporation (the “Company” or the “Issuer” and together with PSS the “Parties”) and amends and restates the Services Agreement entered into between the Parties dated May 16, 2024.
NON-FIXED PRICE SALES AND PURCHASE AGREEMENT BETWEEN Bitmain Technologies Limited ("Bitmain") AND Applied Blockchain Inc. ("Purchaser")Sales and Purchase Agreement • August 13th, 2021 • Applied Blockchain, Inc. • Search, detection, navagation, guidance, aeronautical sys
This non-fixed price sales and purchase agreement (this "Agreement") is made on 13th April 2021 by and between Bitmain Technologies Limited ("Bitmain") (Company number: 2024301), with its registered office at Unit Al of Unit A, 1 1 th Floor, Success Commercial Building, 245-251 Hennessy Road, Hong Kong, and Applied Blockchain Inc. (the "Purchaser") (EIN: 95-4863690 with its principal place of business at State of 3811 Turtle Creek Blvd, Suite 2125, Dallas, Texas 75219.
CONSENT, WAIVER AND SECOND AMENDMENT TO PREPAID ADVANCE AGREEMENTSPrepaid Advance Agreements • August 30th, 2024 • Applied Digital Corp. • Services-computer processing & data preparation
This CONSENT, WAIVER AND SECOND AMENDMENT TO PREPAID ADVANCE AGREEMENTS (this “Consent”) is entered into this 21st day of August, 2024, by and between YA II PN, LTD., a Cayman Islands exempted limited company (“Investor”) and APPLIED DIGITAL CORPORATION, a company incorporated under the laws of the State of Nevada (the “Company”).
COINMINT COLOCATION MINING SERVICES AGREEMENTColocation Mining Services Agreement • August 13th, 2021 • Applied Blockchain, Inc. • Search, detection, navagation, guidance, aeronautical sys • Texas
This Colocation Mining Services Agreement (the "Agreement") is made as of [June 15, 2021] (the "Effective Date"), by and between Coinmint, LLC ("Service Provider"), a limited liability company, with an address at 1413 Avenida Ponce de Leon, Suite #605, San Juan, Puerto Rico 00909, and the customer identified below ("Customer"). Service Provider and Customer are each referred to as a "Party" and collectively as the "Parties".
