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.
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.
APPLIED DIGITAL CORPORATION SELECTED DEALER AGREEMENTSelected Dealer Agreement • September 23rd, 2024 • Applied Digital Corp. • Services-computer processing & data preparation • Georgia
Preferred Capital Securities, LLC, as dealer manager (the “Dealer Manager”) has entered into an exclusive Dealer Manager Agreement dated September ___, 2024 (the “Dealer Manager Agreement”), a copy of which has been attached hereto as Exhibit B, with Applied Digital Corporation (the “Company”) and is hereby incorporated herein by reference in its entirety, including the indemnification obligations of the Company, the Dealer Manager and the Selected Dealers as defined below. Under the Dealer Manager Agreement, the Dealer Manager has agreed to form a group of Financial Industry Regulatory Authority, Inc. (“FINRA”) member firms (the “Selected Dealers”) to obtain subscriptions for shares of Series E-1 Redeemable Preferred Stock (the “Shares”) in the Company in all states on a “best efforts” basis under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 that has been prepared by the Company and filed with the Securities and Exchan
