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.”
AMENDMENT NO. 1 TO PROMISSORY NOTESApplied Digital Corp. • May 24th, 2024 • Services-computer processing & data preparation
THIS AMENDMENT NO. 1 (this “Amendment”), dated as of May 24, 2024 to the Promissory Notes (as defined below) is between APPLIED DIGITAL CORPORATION, an entity organized under the laws of the State of Nevada (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Holder”).
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...Applied Digital Corp. • May 24th, 2024 • 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.
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.
