Exhibit
10.8


 


**
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.


 


MASTER
HOSTING

AGREEMENT


 


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:


 


	1.	Services.
                                            Subject to the terms and conditions of this Agreement, APLD shall provide, and Customer
                                            shall pay for, the colocation, managed and other services for Customer’s equipment
                                            listed on Exhibit A hereto (the “Equipment”).



 


	2.	Colocation Services.



 


		2.1.	Colocation
                                            Facility. APLD will provide cryptocurrency mining facility, including rack space, electrical
                                            power, ambient air cooling, internet connectivity and physical security (“Services”)
                                            for the Equipment at the APLD Hosting Facility – Midwest One (the “Facility”),
                                            2670 86th Ave SE, Jamestown, ND 58401.



 


		2.2.	Transfer
                                            of Equipment. Customer shall provide prompt written notice to APLD if it transfers legal
                                            title to any Equipment to an entity, firm, or corporation that directly or indirectly, through
                                            one or more intermediaries, controls, is controlled by, or is under common control with Customer
                                            (the “Customer Affiliates”) or any other third party. In the event of
                                            such a transfer, Customer shall remain obligated to pay APLD the Monthly Service Fees for
                                            the transferred Equipment for the remainder of the Term unless and until such Equipment is
                                            placed into service under, and is subject to, a collocation agreement between the acquiring
                                            third party and APLD, which shall be at APLD’s sole discretion.



 


		2.3.	Transfer
                                            of Services. Other than to any other party within the Customer Affiliates, Customer may
                                            not sublicense, assign, delegate or otherwise transfer its receipt of Services under this
                                            Agreement to any third party without APLD’s express written consent, which APLD may
                                            withhold in its sole discretion.



 


		2.4.	Service
                                            Level. APLD will use its commercially reasonable best efforts to ensure that the following
                                            metrics are met in the provision of Services to Customer:



 


		2.4.1.	A/C
                                            power to the outbound port on Customer’s serving power distribution unit (PDU) shall
                                            be available 95% of the time in a calendar year;



 


		2.4.2.	Network
                                            infrastructure based on redundant fiber optic internet connection;



 


		2.4.3.	Filtered
                                            cooling air; and



 


		2.4.4.	Monitoring
                                            and remote trouble shooting on a twenty-four hours per day, seven days a week basis. Machines
                                            that cannot be returned to full service remotely will be rebooted, and if necessary, removed
                                            from the shelf for repair within 8 hours from first noticing downtime. Miner will be evaluated
                                            by technician and either repaired
or shipped to external maintenance facility within 48 hours from removal from shelf.






 






    


     


    

 


	3.	Term and Termination.



 


		3.1.	Term.
                                            This Agreement shall be effective as of the date on which (i) it has been executed by both
                                            APLD and Customer and (ii) no less than [**] megawatts of power are available at the Facility
                                            (the “Effective Date”), and shall remain in effect for sixty (60) calendar
                                            months from the Effective Date (the “Term”). The Term may be extended
                                            for an additional twenty-four (24) months under the fee structure set forth herein upon agreement
                                            of the parties.



 


		3.2.	Equipment
                                            Return. Upon Customer’s written request, and provided Customer has paid all amounts
                                            then due and owing under this Agreement, APLD shall decommission and return the corresponding
                                            Equipment to Customer upon the expiration of the Term, at Customer’s expense, as provided
                                            in Section 8.4.



 


		3.3.	Termination
                                            for Default by Customer. APLD may terminate this Agreement for cause immediately upon
                                            written notice to Customer if Customer: (a) fails to make any payment(s) due pursuant to
                                            this Agreement; (b) violates, or fails to perform or fulfill any covenant or provision of
                                            this Agreement, and any such matter is not cured within ten (10) days after written notice
                                            from APLD; (c) enters into bankruptcy, dissolution, financial failure or insolvency; or (d)
                                            enters into an assignment, sale or merger with a third party, unless approved in writing
                                            in advance by APLD (each, a “Customer Default”).



 


		3.4.	Termination
                                            for Default by APLD. Customer may terminate this Agreement for cause immediately upon
                                            written notice to APLD if: (a) the availability of power to the Customer drops below 8[**]%
                                            for [**] days or greater and (b) network availability drops below [**]% for [**] days or
                                            greater (each, an “APLD Default”), provided availability decrease is not
                                            due to a force majeure event by either APDL or the service provider (power or network), and
                                            the default is not cured within ten (10) days following written notice from Customer.. And
                                            APLD should payback the Initial deposit within 30 days after all the monthly fees been paid
                                            by the Customer.



 


	4.	Fees and Payment.



 


		4.1.	Initial
                                            Fees. An initial setup of fee equal to [**] dollars ($[**]) per machine that will be
                                            set up (the “Initial Setup Fee”) shall be due and payable upon execution
                                            of this Agreement, and installation of the Equipment will not begin until the Initial Setup
                                            Fee is received. An initial deposit equal to [**] of monthly service fee (the “Initial
                                            Deposit”) shall be due and payable when the first [**]% of contracted capacity
                                            is available at the Facility and fully operational to provide the Services. And the other
                                            [**]% of contracted capacity will be available within two months. All the capacity will be
                                            ready before 29 April, 2022.The initial deposit can be used to deduct the monthly fee
                                            of the last month. Upon receipt of the Initial Deposit by APLD, Customer agrees to deploy
                                            the Equipment at the Facility. The Initial Setup Fee and Initial Deposit are non-transferrable
                                            under any circumstance and are refundable only to the extent that all of Customer’s
                                            obligations under this Agreement have been fully satisfied.



 


		4.2.	Monthly
                                            Fees. Customer shall pay APLD a monthly service fees based on the electricity usage,
roughly equal to [**] dollars ($[**]) (the
 “Monthly Service Fees”) based on the actual hashrate performance of the Equipment per miner type per location as a
percentage of the anticipated monthly hashrate per miner type; provided, however that the Monthly Service Fees shall not exceed [**]
for the Equipment. Customer shall pay a minimum Monthly Service Fee equal to [**] percent
([**]%) of the Monthly Service Fees of the total contracted
capacity unless it is caused by the power supply problems. (the “Minimum Service Fee”). If the price of the
mined cryptocurrency falls and the daily mined revenue cannot cover the daily fees, the Customer reserves the right to replace miners
with better energy consumption ratio machines. Any Monthly Service Fee owed in excess of the Minimum Service Fee based on the actual
hashrate performance of the Equipment will be invoiced monthly in arrears and subject to the hashrate performance adjustment. APLD reserves
the right to adjust the Monthly Service Fees to reflect the actual performance and efficiency of the Equipment, as reasonably determined
by APLD with confirmation with the Customer. Monthly Service Fees will be invoiced monthly beginning on the date of installation of the
Equipment and the commencement of the Services, and are due upon receipt of invoices submitted by APLD. Late payments will incur interest
at the lesser of 1.5% per month (18% annum) or the maximum amount allowed under applicable law.






 






    


     


    

 


		4.3.	Taxes.
                                            All amounts payable by Customer under this Agreement are exclusive of, and Customer shall
                                            solely be responsible for paying, all taxes, duties and fees, including federal, state and
                                            local taxes on manufacture, sales, gross income, receipts, occupation and use, not based
                                            on APLD’s income that arise out of this Agreement.



 


		4.4.	Payment
                                            Method. All payments due under this Agreement can be made by WIRE transfer or cryptoassets
                                            with the approval of APLD. Any services fees required to exchange cryptoassets into USD will
                                            be borne by the Customer.



 


	5.	Security
                                            Interest. Customer hereby grants a security interest in the Equipment in favor of APLD
                                            to secure the obligations of Customer under this Agreement in the event of a Customer Default,
                                            to be stored or deployed by APLD as it may see fit, acting reasonably. APLD may, at such
                                            time as it determines appropriate, file a UCC 1 Financing Statement in such places as it
                                            determines to evidence the security interest granted by Customer to APLD under this Agreement.
                                            Customer represents and warrants that it has not granted a security interest in the Equipment
                                            in favor of a third-party priority over the security interest granted to APLD herein.



 


	6.	Site Access.



 


		6.1.	Access.
                                            Only those persons specifically authorized by APLD in writing may access the Facility. APLD
                                            may reasonably deny or suspend Customer’s access to the Equipment based on APLD’s
                                            then-current Security Policies and Procedures, which include, but are not limited to:



 


		6.1.1.	All
                                            access into the Facility must be supervised by a APLD representative;



 


		6.1.2.	Customer
                                            shall provide one (1) day’ written notice to APLD prior to any maintenance or repair
                                            of the Equipment;



 


		6.1.3.	Customer
                                            shall perform Equipment maintenance and repairs during normal business hours (Monday-Friday,
                                            7AM – 6PM Central Time);



 


		6.1.4.	Customer
                                            may request immediate or after-hour access to the Facility to perform emergency maintenance.
                                            APLD will make every reasonable attempt to accommodate Customer’s after-hour emergency
                                            access requests.



 


Customer shall be solely
responsible for any damage or loss caused by anyone acting for or on its behalf while at the Facility.


 


		6.2.	Hazardous
                                            Conditions. If, any hazardous conditions arise on, from, or affecting the Facility, whether
                                            caused by Customer or a third party, APLD is hereby authorized to suspend service under this
                                            Agreement without subjecting APLD to any liability, and without constituting an APLD Default.



  



    


     


    




	7.	Removals and Relocation of Equipment.



 


		7.1.	Relocation.
                                            APLD may reasonably require Customer to relocate the Equipment within the Facility or to
                                            another APLD facility upon twenty (20) days’ prior written approval from Customer,
                                            provided that the site of relocation shall afford comparable environmental conditions for
                                            the Equipment and comparable accessibility to the Equipment. Notwithstanding the foregoing,
                                            APLD shall not arbitrarily or capriciously require Customer to relocate the Equipment. If
                                            the Equipment is relocated according to this Section, the reasonable costs of relocating
                                            the Equipment and improving the Facility to which the Equipment will be relocated shall be
                                            borne by APLD.



 


		7.2.	Interference.
                                            If the Equipment is operating in a manner that it causes unacceptable interference to existing
                                            or prospective APLD customers or their Equipment in APLD’s commercially-reasonable
                                            opinion, APLD may require Customer to alter, remove or relocate the Equipment at Customer's
                                            sole expense. If Customer is unable to cure such interference, APLD may terminate this Agreement
                                            without further obligation to Customer under this Agreement.



 


		7.3.	Emergency.
                                            In the event of an emergency, as determined in APLD’s reasonable discretion, APLD may
                                            rearrange, remove, or relocate the Equipment with the approval from Customer. Notwithstanding
                                            the foregoing, in the case of emergency, APLD shall provide Customer, to the extent practicable,
                                            reasonable notice prior to rearranging, removing, or relocating the Equipment.



 


		7.4.	Equipment
                                            Return. Provided that Customer has paid all amounts then due and owing under this Agreement
                                            and this agreement terminates as contemplated herein, APLD shall decommission and make the
                                            corresponding Equipment available to Customer for pickup at, or shipment from, the Facility
                                            within sixty (60) business days of Customer’s written request. APLD shall work to uninstall
                                            and prepare for pickup all Equipment of Customer at the Facility based on a mutually-agreeable
                                            schedule for deinstallation. Customer shall arrange for pickup within thirty (30) days of
                                            APLD notifying Customer that the Equipment is or will be ready for pickup. Customer shall
                                            be responsible for all reasonable, documented pickup, delivery, transportation and deinstallation
                                            costs associated with removing the Equipment. If Customer does not remove the Equipment as
                                            provided herein, Customer agrees that APLD may charge Customer for storage of such Equipment
                                            from the date of notice that the Equipment is ready for pickup. Customer shall remain liable
to APLD for all amounts due for the remainder of the Term.






 


	8.	Customer Responsibilities.



 


		8.1.	Compliance
                                            with Laws. Customer’s use of the Facility and the Equipment located at the Facility
                                            must at all times conform to all applicable laws, including international laws, the laws
                                            of the United States of America, the laws of the states in which Customer is doing business,
                                            and the laws of the city, county and state where the Facility is located.



 


		8.2.	Licenses
                                            and Permits. Customer shall be responsible for obtaining any licenses, permits, consents,
                                            and approvals from any federal, state or local government that may be necessary to install,
                                            possess, own, or operate the Equipment.



 


		8.3.	Insurance.
                                            Customer acknowledges that APLD is not an insurer and Equipment is not covered by any insurance
                                            policy held by APLD. Customer is solely responsible for obtaining insurance coverage for
                                            the Equipment. Customer shall have commercial general liability insurance for both bodily
                                            injury and property damage of no less than the greater of $1 million or the replacement value
                                            of the machines. This insurance shall be maintained by Customer throughout the Term of this
                                            Agreement.



 






    


     


    

 


		8.4.	Equipment
                                            in Good Working Order. Customer shall be responsible for delivering the Equipment to
                                            the Facility in good working order and suitable for use in the Facility. Customer shall be
                                            responsible for any and all costs associated with the troubleshooting and repair of Equipment
                                            received in non-working order, including parts and labor at APLD’s then-current rates.
                                            APLD is not responsible in any way for installation delays or loss of profits as a result
                                            of Equipment deemed not to be in good working order upon arrival at Facility.



 


		8.5.	Modification
                                            or Overclocking of Equipment. Customer shall notify and obtain prior written approval
                                            from APLD before any material modifications, alternations, firmware adjustments, over- or
                                            under-clocking, or other changes are made to Equipment (“Modified Equipment”)
                                            that is intended to or might cause the Equipment’s performance to deviate from the
                                            standard or factory specifications. If APLD determines that any Equipment has been materially
                                            altered or modified without APLD’s prior written approval (“Non- Compliant
                                            Equipment”), it shall be a Customer Default. In addition to any other right or
                                            remedy it might have, a Customer Default pursuant to this Section shall subject Customer
                                            to a Non- Compliant Equipment fee equal to twenty-five percent (25%) of the Monthly Service
                                            Fees for such Equipment for each month Equipment was non-compliant.



 


		8.6.	Representations.
                                            Customer represents and warrants that (i) it is properly constituted and organized, (ii)
                                            it is duly authorized to enter into and perform this Agreement, and (iii) the execution and
                                            delivery of this Agreement and its performance of its duties hereunder will not violate the
                                            terms of any other agreement to which it is a party or by which it is bound.



 


	9.	Common
                                            Carrier. APLD and Customer agree that APLD is acting solely as a common carrier in its
                                            capacity of providing the Service hereunder and is not a publisher of any material or information.
                                            Furthermore, APLD has no right or ability to censor materials or information traversed through
                                            APLD’s networks.



 


		10.	Warranty
                                            and Disclaimer. APLD MAKES NO WARRANTIES OR GUARANTEES RELATED TO THE AVAILABILITY OF
                                            SERVICES OR THE OPERATING TEMPERATURE OF THE FACILITY. THE SERVICES AND
THE FACILITY ARE PROVIDED “AS IS.” APLD DOES NOT PROVIDE MECHANICAL COOLING OR BACKUP POWER AND THE FACILITY IS SUBJECT TO
SWINGS IN LOCAL TEMPERATURE, WIND, HUMIDITY AND OTHER CONDITIONS. APLD MAKES NO WARRANTY WHATSOEVER, AND HEREBY DISCLAIMS ANY AND ALL
IMPLIED WARRANTIES, WITH RESPECT TO GOODS AND SERVICES SUBJECT TO THIS AGREEMENT, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B)
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF NONINFRINGEMENT AND (D) WARRANTY AGAINST INTERFERENCE. APLD DOES NOT WARRANT
THAT (A) THE SERVICE SHALL BE AVAILABLE 24/7 OR FREE FROM INTERRUPTION; (B) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OTHER THAN
AS EXPRESSLY SET FORTH HEREIN; OR (C) THE SERVICE WILL PROVIDE ANY FUNCTION NOT EXPRESSLY DESIGNATED AND SET FORTH HEREIN.






 


	11.	Limitation of Liability.



 


		11.1.	Customer
                                            understands and acknowledges that, in certain situations, Services and Equipment functionality
                                            may be unavailable due to factors outside of APLD’s control. This includes, but is
                                            not limited to force majeure, weather, network failures, pool operator failures, denial of
                                            service attacks, currency network outages, hacking or malicious attacks on the crypto networks
                                            or exchanges, power outages, pandemics, or Acts of God. APLD SHALL HAVE NO OBLIGATION, RESPONSIBILITY,
                                            OR LIABILITY FOR ANY OF THE FOLLOWING: (A) ANY INTERRUPTION OR DEFECTS IN THE EQUIPMENT FUNCTIONALITY
                                            CAUSED BY FACTORS OUTSIDE OF APLD’S REASONABLE CONTROL; (B) ANY LOSS, DELETION, OR
                                            CORRUPTION OF CUSTOMER’S DATA OR FILES WHATSOEVER; (C) ANY LOST REVENUE TO CUSTOMER
                                            DURING OUTAGES, EQUIPMENT FAILURES RESULTING FROM ANY ACTIONS OR INACTIONS OF CUSTOMER OR
                                            ANY THIRD PARTY NOT UNDER APLD’S CONTROL, ETC.; (D) DAMAGES RESULTING FROM ANY ACTIONS
                                            OR INACTIONS OF CUSTOMER OR ANY THIRD PARTY NOT UNDER APLD’S CONTROL; OR (E) DAMAGES
                                            RESULTING FROM EQUIPMENT OR ANY THIRD PARTY EQUIPMENT NOT UNDER APLD’S CONTROL.



 






    


     


    

 


		11.2.	IN
                                            NO EVENT SHALL APLD BE LIABLE TO CUSTOMER OR ANY OTHER PERSON, FIRM, OR ENTITY IN ANY RESPECT,
                                            INCLUDING, WITHOUT LIMITATION, FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE
                                            DAMAGES, INCLUDING LOSS OF PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF MISTAKES,
                                            NEGLIGENCE, ACCIDENTS, ERRORS, OMISSIONS, INTERRUPTIONS, OR DEFECTS IN TRANSMISSION, OR DELAYS,
                                            INCLUDING, BUT NOT LIMITED TO, THOSE THAT MAY BE CAUSED BY REGULATORY OR JUDICIAL AUTHORITIES
                                            ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OBLIGATIONS OF APLD PURSUANT TO THIS
                                            AGREEMENT. APLD’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT
                                            LAW, TORT LAW, WARRANTY, OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE
                                            AMOUNTS ACTUALLY RECEIVED BY APLD FROM CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE
                                            OF THE EVENT GIVING RISE TO THE CLAIM.



 


		11.3.	Remedy.
                                            Customer’s sole remedy for APLD’s non-performance of its obligations under this
                                            Agreement shall be a refund of any fees paid to APLD for the then-current service month.
                                            Unless applicable law requires a longer period, any action against APLD in connection with
                                            this Agreement must be commenced within one (1) year after the cause of the action has accrued.



 


		11.4.	Insurance
                                            loss. Customer agrees to look exclusively to Customer’s insurer to recover for
                                            injury or damage in the event of any loss or injury, and releases and waives all right of
                                            recovery against
APLD.






 


	12.	Indemnification.
                                            Customer shall indemnify, hold harmless and defend APLD, its subsidiaries, employees,
                                            agents, directors, owners, executives, representatives, and subcontractors from any and all
                                            third-party liability, claim, judgment, loss, cost, expense or damage, including attorneys’
                                            fees and legal expenses, arising out of or relating to the Equipment or Customer’s
                                            use thereof, or any injuries or damages sustained by any person or property due to any direct
                                            or indirect act, omission, negligence or misconduct of Customer, its agents, representatives,
                                            employees, contractors and their employees and subcontractors and their employees, including
                                            due to a breach of this Agreement by Customer. Customer shall not enter into any settlement
                                            or resolution with a third party under this section without APLD’s prior written consent,
                                            which shall not be unreasonably withheld.



 


	13.	Miscellaneous.



 


		13.1.	Lease
                                            Agreement. APLD may lease certain premises in the Facility from the Facility’s
                                            owner (“Leaser”) pursuant to a lease agreement (“Lease”).
                                            Customer is not a party to or a beneficiary under such Lease, if any, and has no rights thereunder;
                                            however, Customer shall be required to adhere to any and all rules of operation established
                                            by Leaser for the Facility. Whether owned or leased by APLD, Customer acknowledges and agrees
                                            that it does not have, has not been granted, and will not own or hold any real property interest
                                            in the Facility, that it is a licensee and not a tenant, and that it does not have any of
                                            the rights, privileges or remedies that a tenant or lessee would have under a real property
                                            lease or occupancy agreement.



 






    


     


    

 


		13.2.	Entire
                                            Agreement. This Agreement, including any documents referenced herein, constitutes the
                                            parties’ entire understanding regarding its subject and supersedes all prior or contemporaneous
                                            communications, agreements and understanding between them relating thereto. Customer acknowledges
                                            and agrees that it has not, and will not, rely upon any representations, understandings,
                                            or other agreements not specifically set forth in this Agreement. This Agreement shall not
                                            be superseded, terminated, modified or amended except by express written agreement of the
                                            parties that specifically identifies this Agreement.



 


		13.3.	Waiver,
                                            Severability. The waiver of any breach or default does not constitute the waiver of any
                                            subsequent breach or default. If any provision of this Agreement is held to be illegal or
                                            unenforceable, it shall be deemed amended to conform to the applicable laws or regulations,
                                            or, if it cannot be so amended without materially altering the intention of the parties,
                                            it shall be stricken and the remainder of this Agreement shall continue in full force and
                                            effect.



 


		13.4.	Assignment.
                                            Neither this Agreement nor any right or obligation arising under this Agreement may be assigned
                                            by Customer in whole or in part, without the prior written consent of APLD at its sole discretion.
                                            APLD may at any time assign, transfer, delegate or subcontract any or all of its rights or
                                            obligations under this Agreement without Customer’s prior written consent. Subject
                                            to the restrictions on assignment of this Agreement, this Agreement shall be binding upon
                                            and inure to the benefit of the parties, their legal representatives, successors, and assigns.



 


		13.5.	Force
                                            Majeure. Neither party shall be liable in any way for delay, failure in performance, loss
or damage due to any of the following force majeure conditions: fire, strike, embargo, explosion, power failure, flood, lightning, war,
water, electrical storms, high winds, snow, ice, frost, fog, extreme temperatures, labor disputes, civil disturbances, governmental requirements,
acts of civil or military authority, acts of God, acts of public enemies, inability to secure replacement parts or materials, transportation
facilities, pandemics or other causes beyond its reasonable control, whether or not similar to the foregoing. This also includes planned
service and maintenance needs.






 


		13.6.	Governing
                                            Law. This Agreement shall be governed by and interpreted in accordance with the laws
                                            of the State of Texas, without giving effect to principals of conflicts of laws. Any action
                                            arising out of or relating to this Agreement shall be brought only in the state or federal
                                            courts located in the State of Texas, and Customer consents to the exclusive jurisdiction
                                            and venue of such courts. An action by a party to enforce any provision of this Agreement
                                            shall not relieve the other party from any of its obligations under this Agreement, and no
                                            failure to enforce any provision of this Agreement shall constitute a waiver of any future
                                            default or breach of that or any other provision.



 


		13.7.	Relationship
                                            of the Parties. The parties agree that their relationship hereunder is in the nature
                                            of independent contractors. Neither party shall be deemed to be the agent, partner, joint
                                            venturer or employee of the other, and neither shall have any authority to make any agreements
                                            or representations on the other’s behalf. Each party shall be solely responsible for
                                            the payment of compensation, insurance and taxes of its own personnel, and such personnel
                                            are not entitled to the provisions of any employee benefits from the other party. Neither
                                            party shall have any authority to make any agreements or representations on the other’s
                                            behalf without the other’s written consent. Additionally, APLD shall not be responsible
                                            for any costs and expenses arising from Customer’s performance of its duties and obligations
                                            pursuant to this Agreement.



 






    


     


    

 


		13.8.	Third-Party
                                            Beneficiaries. Nothing in this Agreement is intended, nor shall anything herein be construed
                                            to confer any rights, legal or equitable, in any person or entity other than the parties
                                            hereto and their respective successors and permitted assigns.



 


		13.9.	Construction;
                                            Interpretation. Unless the context otherwise requires, words in the singular include
                                            the plural, and in the plural include the singular; masculine words include the feminine
                                            and neuter; “or” means “either or both” and shall not be construed
                                            as exclusive; “including” means “including but not limited to”; “any”
                                            and “all” shall not be construed as terms of limitation; and, a reference to
                                            a thing (including any right or other intangible asset) includes any part or the whole thereof.
                                            Any rule of construction to the effect that ambiguities are to be resolved against the drafting
                                            party shall not apply to the interpretation and construction of this Agreement, and this
                                            Agreement shall be construed as having been jointly drafted by the parties. The titles and
                                            headings for particular paragraphs, sections and subsections of this Agreement have been
                                            inserted solely for reference purposes and shall not be used to interpret or construe the
                                            terms of this Agreement.



 


		13.10.	Counterparts.
                                            This Agreement may be executed in one or more counterparts, each of which shall be deemed
                                            an original, but which together shall constitute one and the same document.



  


IN WITNESS WHEREOF, the
parties have executed this Agreement in a manner appropriate to each and with the authority to do so as of the date set forth below.


 


	APLD LLC	 	Customer:
	 	 	 
	By:	/s/ David Rench	 	By:	/s/ Shixing Mao






	Name:	David Rench	 	Name:	Shixing Mao






	Title:	Chief Financial Officer	 	Title:	Cofunder




  


Exhibit A –
Equipment


 


 


Bitmain: S19 J
Pro, S19J, S19 Pro, S19, etc.


Whatsminer: M30S,
M31S, M31, M31S+,M20,M20S,etc.