apldmara-masterservicesa






        Applied Blockchain, Inc. - Master Services Agreement  This Master Hosting Agreement (this “Agreement”), dated July 12th, 2022 is between  Applied Blockchain, Inc. (“APLD”) with address at 3811 Turtle Creek Blvd, Suite 2100  Dallas, TX 75219 and Marathon Digital Holdings, Inc. (“Customer”) with address at Tower  One, 101 NE Third Avenue, Suite 1200, Fort Lauderdale, FL 33301. 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 energized space, management and other services for  Customer’s equipment listed on Exhibit A hereto, as approved by APLD and Customer in  advance (the “Equipment”).     2. Energized Space and Services.    2.1. Energized Space and Services. APLD will provide an energized space or  cryptocurrency mining facility; including rack space, electrical power, filtered  ambient air, internet connectivity, and physical security (“Services”) for the  Equipment at the Applied Blockchain Hosting Facility – ND and TX (the “Facility”).    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 master services agreement between the acquiring third party and APLD,  which shall be at APLD’s reasonable discretion.    2.3. Transfer of Services. Other than to any other party within the Customer Affiliates,  Customer may not sublicense, assign, delegate, resell, or otherwise transfer its  receipt of Services or any other rights under this Agreement to any third party  without APLD’s express written consent, which may not be unreasonably withheld  or delayed.    2.4. Service Level. APLD will use its commercially reasonable efforts to ensure that  the following metrics are met in the provision of Services to Customer:    (a) 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;     (b) Network infrastructure based on redundant fiber optic internet connection;    (c) Filtered ambient air; and    (d) 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 reported downtime. Miner will be evaluated  by technician and either repaired or shipped to external maintenance  facility within 48 hours from removal from shelf at Customer’s expense.  





 






          2.5. Hashrate and True-Up. Hashrate per machine shall not fall below 95% of expected  performance on an annual basis. Machines that have been reported as offline or  that are being actively serviced will not count for purposes of measuring this  service level.  In the event that the hashrate falls below such level there will be a  true-up in payments as set forth on Exhibit D.        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 200 (Two Hundred)  Megawatts (MW) of power are available at the Facility (the “Effective Date”), and  shall remain in effect for Five (5) years 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 90 days prior notice and agreement of both parties,  subject to Section 4.8 hereof.     3.2. Contract Volume. The contracted volume (“Contract Volume”) is the sum of the  Miner Load and Aux Load.  Measured as the highest metered load recorded in the  prior six months (“Miner Load”) and the proportional site auxiliary load (“Aux  Load”). Aux Load will be calculated as the overall site load less the load consumed  by all miners, multiplied by the customer Miner Load divided by the total Miner  Load on site. APLD will use the best available meter data to determine Miner Load  and Aux Load, and may estimate load using commercially reasonable  methodologies where needed.    3.3. Equipment Return/Pick-Up. Upon Customer’s written request, and provided  Customer has paid all amounts then due and owing under this Agreement, APLD  shall decommission the corresponding Equipment to Customer upon the  expiration of the Term, at Customer’s expense, as provided in Section 8.4.  It shall  be Customer’s responsibility to pick-up such Equipment, as well as any Equipment  owned by Customer that is non-repairable or obsolete, at the Facility or arrange  for its return or disposal, as applicable, at Customer’s sole cost and expense.      3.4. Termination by APLD.  APLD may terminate this Agreement upon 90 days prior  written notice to Customer in the event that APLD determines that the provision of  the Services at the Facility can no longer be provided in an economic manner, as  determined by APLD in its reasonable discretion (an “APLD Termination”).  In the  event of an APLD Termination, APLD agrees to give Customer a right of first  refusal to contract with APLD for the Services to be provided at a different facility,  if available (a “Back-up Facility”), and APLD will bear all reasonable costs and  expenses of shipping customer-owned Equipment to such Back-up Facility.  If  there is no APLD facility available APLD will bear all reasonable costs and  expenses of shipping customer-owned Equipment to a location of the Customers  choosing within the domestic United States.    3.5. 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 within 30 days of the date due;  (b) violates, or fails to perform or fulfill any covenant or provision of this Agreement,  and any such matter is not cured within ten business (10) days after written notice  





 






 





 






          4.4. Included Maintenance. APLD shall include automated and manual rebooting of  non-responsive machines in the Monthly Service Fees described in section 4.2.  APLD will configure Customer miners pool settings via APLD’s control center  software. APLD will provide Customer with access to APLD’s control center  software to view details about Customer’s miners.  4.5. Additional Maintenance. APLD shall provide space in the Facility for Customer to  make repairs to the Equipment and store a reasonable amount and number of  back-up machines and equipment.  Customer shall have the right, in its discretion,  to (i) make repairs to customer-owned Equipment and/or (ii) request that APLD  make repairs to customer-owned Equipment and pay APLD an hourly rate of    per hour for such repairs. Customer shall  pay APLD for any parts and consumables used in APLD-made repairs at the rates  as shown in Exhibit B, which will be modified from time-to-time based on pricing  changes from suppliers of parts or other market conditions. If any changes have  been made to pricing since the time of this Agreement or any subsequent notice  of price changes, APLD will provide updated pricing prior to commencing any  repairs.  In addition, Customer shall be solely responsible for the shipping,  transportation and other logical costs incurred by APLD in the event that any  customer-owned Equipment is required to be transported to an offsite location for  repair.  If Customer requests APLD to arrange for any transportation, Customer  shall pay an administrative fee of 5% of costs of transportation whether APLD or  Customer pays the costs directly plus reimburse APLD for any costs incurred.    4.6. 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 or other taxes legally  required to be paid by APLD that arise out of this Agreement.    4.7. Payment Method. All payments due and owing under this Agreement shall be  made through wire transfer from the Customer to APLD pursuant to wire transfer  instructions provided by APLD to Customer from time to time.  All wire transfers  shall be made within seven (7) days of the invoice date, unless Customer notifies  APLD within five (5) days of the invoice date of an error in the invoice, which shall  be resolved by the parties within three (3) days of the written notice.    4.8. Escalation. The power prices payable by Customer under this Agreement and the  Power Price Limit (as defined below) shall escalate or de-escalate quarterly at the  greater of zero and the quarterly change of the cost incurred by APLD to provide  power to the Facility; provided, however, that (i) in no event shall the Monthly  Service Fees be less than  and (ii) in the event that, due to escalation  permitted pursuant to this Section 4.8, the power prices under this Agreement or  the Power Price Limit exceed  (the “Maximum Power Rate”), APLD  and Customer shall split any amounts above the Maximum Power Rate (the  “Additional Power Cost”), with 80% of the Additional Power Cost paid by Customer  and 20% of the Additional Power Cost paid by APLD.  In the event that the Monthly  Service Fees paid by Customer exceeds  per MW of  energized space per month as adjusted pursuant to this Section 4.8 on average  over a one-year period (“Power Price Limit”), Customer may terminate this  Agreement upon 60 days’ prior notice to APLD.     





 






            5. Security Interest; Redirecting. 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 that is not satisfied by the Initial Deposit, to be stored  or deployed by APLD as it may see fit, acting reasonably. 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.  Alternatively, Customer  hereby agrees that, in lieu of a security interest in the Equipment to secure the obligations  of Customer under this Agreement in the event of  a Customer Default that is not satisfied  by the Initial Deposit, APLD may elect to redirect Customer generated hashing from  customer-owned Equipment to a mining pool selected by APLD its in sole discretion and  receive the proceeds generated from such mining until such Customer Default has been  satisfied.    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:    (a) All access into the Facility must be supervised by an APLD representative   at all times;    (b) Customer shall provide one (1) day’ written notice to APLD prior to any  maintenance or repair of the Equipment;    (c) Customer shall perform Equipment maintenance and repairs during  normal business hours (Monday-Friday, 7AM – 6PM Central Time);    (d) 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.    (e) For security purposes, Customer will have severely limited Internet access  while at the Facility.    (f) Customer will not have VPN access to the facility at any time and any  control or monitoring of Customer’s equipment will be performed via  APLD’s control center software only.    (g) Customer may arrange for separate work space to complete any repairs  or request APLD to provide separate work space for customer to use at  Customer’s sole expense. If Customer requests APLD to provide a  separate work space for Customer, Customer will pay APLD an  administrative fee equal to 20% of the cost of such space.    Customer shall be solely responsible for any damage or loss caused by anyone  acting for or on  its behalf while at the Facility only to the extent of its own  negligence or gross negligence.  





 






            6.2. Access to Equipment Configurations. Customer’s access to configure machines  shall be through software provided by APLD and not through any VPN, local  access to the network, etc.      7. Shipping; Removals and Relocation of Equipment.    7.1. Shipping.  APLD’s preferred shipping provider is Compass Logistics & Marine  LLC, or such other provider of similar size and reputation in the industry as  Customer may select upon notice to APLD (“Preferred Shipper”).  In the event  that Customer does not use the Preferred Shipper, and the shipment of the  Equipment to the Facility does not arrive in an orderly manner, APLD reserves the  right to charge Customer the reasonable additional cost of labor needed to receive  such shipment.       7.2. Relocation. With Customer approval, APLD may reasonably request the relocation  of Customer’s Equipment within the Facility or to another APLD facility upon  twenty (20) days’ prior written notice to Customer, provided that the site of  relocation shall afford comparable environmental and economic 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. Any relocation will be  completed by APLD’s staff.    7.3. 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. APLD may take any  action necessary such as powering down Customer equipment, removing network  connectivity, or removing Equipment to protect its Facility, Equipment, or other  Customer equipment. If Customer is unable to cure such interference within five (5)  calendar days, APLD may terminate this Agreement without further obligation to  Customer under this Agreement.    7.4. Emergency. In the event of an emergency, as determined in APLD’s reasonable  discretion, APLD may rearrange, remove, or relocate the Equipment without any  liability to APLD. 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.    7.5. 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 including, but not limited to, adequate shipping materials such as  boxes, padding, insulation, tape, pallets, crates, shipping containers, or other  materials required to ship the Equipment at Customer’s sole expense. If Customer  does not remove the Equipment as provided herein within 30 days, 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. If Customer does not  remove the Equipment as provided herein within 60 days of such notification, the  Equipment will be considered abandoned and Customer will be liable for any cost  associated with disposal, removal, or relocation of the Equipment.      8. Customer Responsibilities.    8.1. KYC/AML.  Customer agrees to provide APLD with all information reasonably  necessary for APLD to complete anti-money laundering and “know-your-client”  due diligence on Customer.  APLD reserves the right to accept or reject any  customer in its sole discretion based on the results of such due diligence.      8.2. 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/township, county,  and state where the Facility is located.    8.3. Licenses and Permits. Customer shall be responsible for obtaining any licenses,  permits, consents, and approvals from any federal, state, and local governments  that may be necessary to install, possess, own, or operate the Equipment.    8.4. 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, including shipping insurance.  Customer shall have commercial general  liability insurance for the following  occurrence types of at least (i) $1 million for Bodily Injury & Property Damage  Bodily Injury / Property Damage Combined Single Limit Per Occurrence, (ii) $2  million Premises Operations Annual Aggregate, and (iii) $2 million  Products/Completed Operations Annual Aggregate. Customer shall also have  property and casualty insurance for the replacement value of the Equipment at  the Facility. This insurance shall be maintained by Customer throughout the Term  of this Agreement.   8.5. 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 pursuant to commercially reasonable industry standards. 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.  





 






          8.6. 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.  Each piece of Customer’s Equipment must not use more than 100W of power  when in sleep mode.    8.7. Representations. Each party 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 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. CUSTOMER MAKES NO WARRANTY, REPRESENTATION  OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT AS SET  FORTH IN THIS AGREEMENT REGARDING, AMONG OTHER THINGS, POWER  PERCENTAGE THRESHOLDS, APLD DISCLAIMS AND EXCLUDES ANY AND ALL  IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED  WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR  PURPOSE.     11. Limitation of Liability.     11.1. APLD guarantees a minimum of 95% uptime in the provision of the Services at the  Facility (“Uptime”), except due to a Force Majeure Event. If Uptime falls below  95%, Customer will be entitled to claim credits against the billing periods monthly  fees. Such credits will be calculated as a proportionate reduction in the period’s  monthly fee applied the following billing period based on the Uptime deficiency  that is below 95%.   All such credits hereunder are deemed to be liquidated  damages for lost revenue by Customer and shall not be deemed to be a penalty.  11.2. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY 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 A PARTY PURSUANT TO THIS AGREEMENT.     12. Indemnification. Each party to this Agreement shall indemnify, hold harmless and defend  the other party, 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 reasonable attorneys’ fees and legal expenses,  arising out of or relating to such parties performance of its obligations hereunder, or any  injuries or damages sustained by any person or property due to any direct or indirect act,  omission, negligence or misconduct of such party, its agents, representatives, employees,  contractors and their employees and subcontractors and their employees, including due  to a breach of this Agreement by such party. Such party shall not enter into any settlement  or resolution with a third party under this section without the other party’s prior written  consent, which shall not be unreasonably withheld or delayed.    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, except with the full rights, title and ownership to any of its assets  and/or other property which such assets and/or other property are located on such  leased premises; 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, except as set forth above.    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. Each party 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 either party in whole or in part, without the prior  written consent, which consent shall not be unreasonably withheld. 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. In no event shall either party to this Agreement be responsible or  liable for any failure or delay in the performance of its obligations hereunder arising  out of or caused by, directly or indirectly, forces partially or solely beyond its  control, including, without limitation, earthquake, flood, embargo, riot, pandemic,  governmental act, acts of war or terrorism, civil or military disturbances, nuclear or  natural catastrophes or acts of God, and interruptions, loss or malfunctions of  utilities, communications or computer (software and hardware) or internet services  (a, “Force Majeure Event”); it being understood that such party shall use  reasonable efforts which are consistent with accepted practices in the hosting  industry to resume performance as soon as practicable under the circumstances.    13.6. Governing Law. This Agreement shall be governed by and interpreted in  accordance with the laws of the State of Nevada, without giving effect to principles  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 Clark County,  State of  Nevada, and both APLD and Customer consent 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.  Both parties  to this Agreement waive the right to trial by jury for any dispute arising hereunder.    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, neither party shall be responsible for any  costs and expenses arising from the other party’s performance of its duties and  obligations pursuant to this Agreement.    13.8. Non-Solicitation. Customer covenants that it will not recruit or solicit for  employment or consulting any person who is employed or engaged by APLD  during the Term and for a period of twelve (12) months after termination of this  Agreement for any reason.  APLD covenants that it will not recruit or solicit for  employment or consulting any person who is employed or engaged by Customer  during the Term and for a period of twelve (12) months after termination of this  Agreement for any reason.    13.9. Use of Name.  Each party agrees that it will not use the name, logos, trademarks,  or other marks of the other party or its affiliates or subsidiaries in any marketing,  advertising or other written publication without the other party’s prior written  consent.    13.10. 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.    





 






        13.11. 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.    13.12. Disputes. Any dispute arising between the Parties out of or in connection with the  provisions of this Agreement will be referred to the senior management  representatives of each Party. If such senior management representatives cannot  resolve the dispute within 30 days after the date on which notice of the dispute is  issued, either Party may bring legal action as set forth in Section 13.6 above.    13.13. 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 corporate authority to do so as of the date set forth in the preamble to this  Agreement.      Applied Blockchain, Inc. Marathon Digital Holdings, Inc.                By:  By:      Name:  Name:    Title:  Title:                                         





 






        Exhibit A – Equipment             





 






        Exhibit B – Repair           





 






          Exhibit C – Customer Acknowledgement      Customer will be charged a monthly invoice with an added administration fee for managing the services  listed below for any additional service requests which include.    1. Office Space (Rented Mobile Unit), which includes:  1.1 Office Furniture  1.2  Generator  1.3  Fuel Expenses  2. Other transfer over items include:  2.1 Storage Space  2.2 Logistic Expenses for Repair shipments  2.3 Handing Expenses on Site       





 






          Exhibit D – True-Up Assessment