MARATHON DIGITAL HOLDINGS, INC. EXCHANGE AGREEMENT September 7, 2023Exchange Agreement • September 8th, 2023 • Marathon Digital Holdings, Inc. • Services-computer processing & data preparation
[Investor] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Marathon Digital Holdings, Inc., a Nevada corporation (the “Company”), on [date], whereby the Holders will exchange (the “Exchange”) the Company’s 1.00% Convertible Senior Notes due 2026 (the “Notes”) for shares (the “Consideration Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and, to the extent, inter alia, the number of shares issuable exceeds the Cap Amount (as defined below), cash in U.S. Dollars. All capitalized terms used herein and not defined directly after the first use thereof are used as defined in Article VII.
