applied_blockchain-xrsux






 Dated Consultant Agreement Version    4878-3718-5545v.3  RESTRICTED STOCK UNIT AWARD    Effective as of January 14, 2022      The parties to this Restricted Stock Unit Award are Applied Blockchain, Inc. a Nevada  Corporation (the “Company”), and 2378688 Alberta Ltd., an Alberta Corporation  (“Consultant”), a third-party consultant to the Company.    Pursuant to the terms of that certain consulting services agreement between the  Company and Consultant effective as of February 24, 2022 (the “Agreement”), the Company  desires to engage Consultant to provide the services specified in the Agreement to the Company,  and to provide Consultant with an incentive to put forth maximum effort for the success of the  Company’s business.    In accordance with Section 7 of Exhibit A to the Agreement, the Company has agreed to  grant Consultant an award (“Award”) in the form of 7,500,000 restricted stock units (“RSUs”)  subject to the terms and conditions herein set forth.    This RSU Award is a material inducement for Consultant to provide services to the  Company pursuant to the Agreement.    Accordingly, intending to be legally bound hereby, the parties agree as follows:    ARTICLE I  Definitions    The following definitions shall apply for purposes of this Award:    1.1 “Board” shall mean the Board of Directors of the Company.  1.2 “Cause” shall mean any of the following events--   (a) indictment or conviction of, or plea of nolo contendere to, (i) any felony,  or (ii) another crime involving dishonesty or moral turpitude, or  Consultant’s engaging in any embezzlement, financial misappropriation or  fraud, related to his consulting with, or provision of services to, the  Company or any subsidiary or affiliate;  (b) engaging in any willful misconduct or gross negligence or willful act of  dishonesty, including any violation of federal securities laws, or violence  or threat of violence, which is materially injurious to the Company or any  subsidiary or affiliate;  (c) repeated abuse of alcohol or drugs (legal or illegal) that, in the Company’s  reasonable judgment, materially impairs Consultant’s ability to perform  the Services under the Agreement; or  DocuSign Envelope ID: 8711E1C3-B91F-43CC-B7C2-8E2BACB01583 





 






   2  4878-3718-5545v.3  (d) willful and knowing breach or violation of any material provision of the  Agreement, including, but not limited to, any applicable confidentiality,  non-solicitation and non-competition requirements thereof.  1.3 “Change of Control” means the occurrence of any of the following events --   (i) Any Person, other than (x) a fiduciary holding securities under an  employee benefit plan of the Company or any subsidiary or affiliate, or (y)  any corporation owned, directly or indirectly, by shareholders of the  Company in substantially the same proportions as their ownership of the  Company’s Common Stock becomes the Beneficial Owner, directly or  indirectly, of securities of the Company representing 50% or more of the  total voting power represented by the Company's then outstanding voting  securities;  (ii) the sale or disposition by the Company of all or substantially all of the  Company’s assets;  (iii) the members of the Board of Directors as of the Effective Date (the  “Incumbent Directors”) and any successor director whose appointment is  endorsed by the Incumbent Directors or any such duly-endorsed successor  director cease to constitute a majority of the Board; or  (iv) a merger or consolidation of the Company with any other corporation,  other than a merger or consolidation which would result in the voting  securities of the Company outstanding immediately prior thereto  continuing to represent (either by remaining outstanding or by being  converted into voting securities of the surviving entity or its parent) at  least fifty percent (50%) of the total voting power represented by the  voting securities of the Company or such surviving entity or its parent  outstanding immediately after such merger or consolidation.  For purposes of this Section 1.3—  “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the  Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group”  as defined in Section 13(d) thereof; and   “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 of  the General Rules and Regulations under the Exchange Act.                                    1.4 “Code” shall mean the U.S.  Internal Revenue Code of 1986, as amended from  time to time, and any applicable regulations thereunder and any successor or similar provision.  1.5 “Committee” shall mean the Compensation Committee of the Board or a  subcommittee thereof, or any other committee designated by the Board to administer this Award.   The members of the Committee shall (i) be appointed from time to time by and shall serve at the  discretion of the Board, and (ii) shall consist of “non-employee directors” as defined in Section  16 of the Exchange Act.  If the Committee does not exist or cannot function for any reason, the  DocuSign Envelope ID: 8711E1C3-B91F-43CC-B7C2-8E2BACB01583 





 






   3  4878-3718-5545v.3  Board may take any action under this Award that would otherwise be the responsibility of the  Committee.  1.6 “Common Stock” shall mean shares of the Company’s common stock.  1.7  “Effective Date” shall mean January 14, 2022.  1.8 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.  1.9 “Merger” shall mean any merger, reorganization, consolidation, share exchange,  transfer of assets or other transaction having similar effect involving the Company.  1.10 “The Trading Market” means, initially, OTC Markets (including OTCQX,  OTCQB and Pink Markets), or any of the following other markets that becomes the primary  trading market for the Common Stock: The Nasdaq Capital Market, The Nasdaq Global Market,  The Nasdaq Global Select Market, the New York Stock Exchange or the NYSE American (or  any nationally recognized successor to any of the foregoing).  ARTICLE II  Grant of RSUs    2.1 On January 14, 2022 (the “Grant Date”), the Company granted to Consultant this  Award in the form of 7,500,000 RSUs.  Each RSU shall have a value equal to one share of the  Company’s Common Stock.    2.2 The RSUs shall be subject to the terms and conditions of this Award.    2.3 Except as provided in this Award, the RSUs shall remain unvested,  nontransferable and are subject to a substantial risk of forfeiture.  In addition, the RSUs shall not  be vested, and Consultant’s interest in the RSUs granted hereunder shall be forfeited, except to  the extent that the provisions of this Award are satisfied.    ARTICLE III  Vesting of RSUs    3.1 Consultant’s RSUs shall be vested in accordance with this Article III.    3.2 The RSUs shall vest in accordance with the requirements of this Section 3.2.     (a) Subject to the remaining subparagraphs of this Section 3.2, the RSUs shall vest in  ten (10) separate tranches, such tranches structured as follows:  (i) Tranche 1--One Million (1,000,000) Units  (ii) Tranche 2--One Million (1,000,000) Units  (iii) Tranche 3-- One Million (1,000,000) Units  DocuSign Envelope ID: 8711E1C3-B91F-43CC-B7C2-8E2BACB01583 





 






   4  4878-3718-5545v.3  (iv) Tranche 4--One Million (1,000,000) Units  (v) Tranche 5--Seven Hundred and Fifty Thousand (750,000) Units  (vi) Tranche 6--Seven Hundred and Fifty Thousand (750,000) Units  (vii) Tranche 7--Five Hundred Thousand (500,000) Units  (viii) Tranche 8--Five Hundred Thousand (500,000) Units  (ix) Tranche 9--Five Hundred Thousand (500,000) Units  (x) Tranche 10--Five Hundred Thousand (500,000) Units  (b) Subject to subparagraph (c) hereof, Tranche 1 of the RSUs shall vest upon the  attainment of the first 50 MW of the Electrical Capacity of the DC Project, and subsequent  Tranches of the RSUs shall vest upon attainment of each additional 50 MW of the Electrical  Capacity of the DC Project (“Electrical Capacity Event”).   (c) No RSUs shall fully vest until such time as a registration statement allowing for  the resale of Company’s stock has been declared effective by the Securities and Exchange  Commission (“Effective Registration Event”).    (d) For the sake of clarity, (i) if the total secured Electricity Capacity of the DC  Project is 200 MW, then Consultant shall be vested as to the Electrical Capacity Event vesting  requirement in 4,000,000 RSUs, and (ii) once the Effective Registration Event has occurred, all  RSUs that have previously met the Electrical Capacity Event requirement shall become  immediately fully vested.  (e) Should the capacity addition of Tranche 10 not be in an increment of 50 MW, the  above RSU vesting will be prorated.                                                      3.3 Subject to Section 3.4 and Article V of this Award, all RSUs that are forfeitable  shall be forfeited if Consultant’s Services under the Agreement shall be terminated in accordance  therewith.  3.4 Notwithstanding the provisions of Section 3.3 hereof, if, prior to the forfeiture of  this Stock Award under Section 3.3, Consultant experiences a Qualifying Termination Event (as  defined in Section 3.5), all RSUs that are forfeitable shall become fully vested upon the  Qualifying Termination Event.    3.5 For purposes of this RSU Award, “Qualifying Termination Event” shall mean  Consultant’s death, Disability, or termination of services by the Company other than for Cause.   “Disability” for purposes of this Section 3.5 shall mean Consultant’s permanent and total  disability within the meaning of Section 22(e)(3) of the Code.  ARTICLE IV  Payment of the RSUs   DocuSign Envelope ID: 8711E1C3-B91F-43CC-B7C2-8E2BACB01583 





 






   5  4878-3718-5545v.3    4.1 Payment of the vested RSUs shall be made as soon as practicable after the RSUs  have vested, but in no event later than March 15th of the calendar year after the calendar year in  which the RSUs vest.   4.2 The vested RSUs shall be paid in cash or whole shares of Common Stock or a  combination thereof, as determined in the sole discretion of the Company.  4.3 Consultant covenants and agrees that it will prepare all applicable income and  information tax returns and all other governmental reports of any kind and report and pay all  taxes resulting from the grant and vesting of the RSUs. Consultant shall be liable for and shall  indemnify Company with respect to all taxes, contributions and penalties imposed on the  Company by any governmental or other public authority having jurisdiction with respect to or  measured by the income or profit received by Consultant pursuant to this Award.    4.4 If Consultant dies prior to the payment of his vested RSUs, any vested RSUs shall  be paid to his Beneficiary.  Consultant shall have the right to designate a Beneficiary on a form  filed with the Committee; if Consultant fails to designate a Beneficiary, or if at the time of  Consultant’s death there is no surviving Beneficiary, any vested RSUs will go to Consultant’s  estate.    ARTICLE V  Change in Control    5.1 In the event of a Change in Control prior to the forfeiture of the RSUs under  Section 3.3, the provisions of this Article V shall apply.  (a) Subject to subparagraphs (b) and (d) of this Section 5.1, if, upon a Change in  Control, Consultant receives a new award which qualifies as a Replacement Award (as defined  below), the Replacement Award shall replace this Award and continue subject to the  Replacement Award’s terms.  (i) A “Replacement Award” is an award that substitutes for this Award and  meets the following requirements:  (i) it has a value at least equal to the  value of this Award as determined under applicable law and by the  Committee in its sole discretion; (ii) it relates to publicly traded equity  securities of the Company or its successor in the Change in Control or  another entity that is affiliated with the Company or its successor  following the Change in Control; and (iii) its other terms and conditions  are not less favorable to Consultant than the terms and conditions of this  Award (including the provisions that would apply in the event of a  subsequent Change in Control).  Without limiting the generality of the  foregoing, the Replacement Award may take the form of a continuation of  this Award if the requirements of the preceding sentence are satisfied.  The  determination of whether the conditions of a Replacement Award are  satisfied shall be made by the Committee, as constituted immediately  before the Change in Control, in its sole discretion.    DocuSign Envelope ID: 8711E1C3-B91F-43CC-B7C2-8E2BACB01583 





 






   6  4878-3718-5545v.3  (b) If, following a Change in Control, the Company’s shares continue to be traded on  The Trading Market or another established securities market, this Award shall continue in effect  and be treated as a Replacement Award.  (c) If, upon a Change in Control that results in the Company’s shares no longer being  traded on The Trading Market or another established securities market and no Replacement  Award is granted to Consultant, the unvested portion of this Award shall become vested  immediately prior to the consummation of the Change in Control.  (d) Notwithstanding the foregoing, upon a Change in Control, the Committee may  determine that this Award shall be canceled and terminated for consideration instead.  (e) If, in connection with a Change of Control, Consultant’s payment of this Award  will cause Consultant to be liable for federal excise tax under Code Section 4999 levied on  certain “excess parachute payments” as defined in Code Section 280G (“Excise Tax”), then the  payments made pursuant to the Awards shall be reduced (or repaid to the Company, if previously  paid or provided) as provided below:  (i) If the payments due upon a Change of Control under this Award and any  other agreement between Consultant and the Company, exceed 2.99 times  Consultant’s “base amount,” as defined in Code Section 280G, a reduced  payment amount shall be calculated by reducing the payments to the  minimum extent necessary so that no portion of any payment, as so  reduced or repaid, constitutes an excess parachute payment.  If it is  determined that any Excise Tax is payable by Consultant, Consultant shall  receive either (i) all payments otherwise due; or (ii) the reduced payment  amount described in the preceding sentence, whichever will provide  Consultant with the greater after-tax economic benefit taking into account  for these purposes any applicable excise tax.    (ii) Whether payments are to be reduced pursuant to this subparagraph (e), and  the extent to which they are to be so reduced, will be determined solely by  the Company in good faith and the Company will notify Consultant in  writing of its determination.    (iii) In no event shall Consultant be entitled to receive any kind of gross-up  payment or excise tax reimbursement from the Company.    ARTICLE VI  Miscellaneous    6.1 The terms of this RSU shall be adjusted as the Committee determines is equitable  in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or  consolidations of shares or other similar changes in capitalization.    DocuSign Envelope ID: 8711E1C3-B91F-43CC-B7C2-8E2BACB01583 





 






   7  4878-3718-5545v.3  6.2 Whenever the term “Consultant” is used in any provision of this Award under  circumstances where the provision should logically be construed to apply to the Etienne Snyman,  or Etienne Snyman’s executors, the administrators, or the person or persons to whom the RSUs  may be transferred by will or by the laws of descent and distribution, the term “Consultant” shall  be deemed to include such person or persons.    6.3 The RSUs granted hereunder are not transferable by Consultant otherwise than by  will or the laws of descent and distribution.  No assignment or transfer of the RSUs granted  hereunder, or of the rights represented thereby, whether voluntary or involuntary, by the  operation of law or otherwise (except by will or the laws of descent and distribution), shall vest  in the assignee or transferee any interest or right herein whatsoever, but immediately upon any  such assignment or transfer the RSUs shall terminate and become of no further effect.    6.4 Consultant shall not be deemed for any purpose to be a shareholder of the  Company in respect of any shares as to which the RSUs shall not have been vested and paid in  Common Stock.    6.5 Nothing in this Award or otherwise shall obligate the Company to vest any of the  RSUs, to permit the RSUs to be earned and vested other than in accordance with the terms hereof  or to grant any waivers of the terms of this Award, regardless of what actions the Company, the  Board or the Committee may take or waivers the Company, the Board or the Committee may  grant under the terms of or with respect to any RSU now or hereafter granted to any other person  or any other RSU granted to Consultant.     6.6 Notwithstanding any other provision hereof, Consultant shall not earn or vest in  the RSUs granted hereunder, and the Company shall not be obligated to issue any shares to  Consultant hereunder, if the earning or vesting thereof or the issuance of such shares would  constitute a violation by Consultant or the Company of any provision of any law or regulation of  any governmental authority.  Any determination in this connection by the Company shall be final  and binding.  The Company shall in no event be obligated to register any securities pursuant to  the Securities Act of 1933 (as the same shall be in effect from time to time) or to take any other  affirmative action in order to cause the issuance of shares pursuant this RSU to comply with any  law or regulation of any governmental authority.    6.7 If the events described in Article III or V occur after the date that Consultant is  advised (upon recommendation by the Committee) that his Agreement with the Company is  being, or will be, terminated pursuant to Section 8 of the Agreement, accelerated vesting shall  not occur and all rights under this Award shall terminate, and this Award shall expire on the date  of termination of Consultant’s Agreement.      6.8 This Award shall be governed by the laws of the State of Texas applicable to  agreements made and performed wholly within the State of Texas (regardless of the laws that  might otherwise govern under applicable conflicts of laws principles) and applicable federal law.   All disputes arising under this Award shall be adjudicated solely within the State or Federal  courts located within the State of Texas, Dallas County, and in accordance with the resolution  provisions under the Agreement.  DocuSign Envelope ID: 8711E1C3-B91F-43CC-B7C2-8E2BACB01583 





 






   8  4878-3718-5545v.3    6.9 This Award sets forth a complete understanding between the parties with respect  to its subject matter and supersedes all prior and contemporaneous agreements and  understandings with respect thereto.  Except as expressly set forth in this Award, the Company  makes no representations, warranties or covenants to Consultant with respect to this Award or its  subject matter, including with respect to the current or future value of the shares subject to the  RSUs.  Any modification, amendment or waiver to this Award will be effective only if it is in  writing signed by the Company and Consultant.  The failure of any party to enforce at any time  any provision of this Award shall not be construed to be a waiver of that or any other provision  of this Award.    6.10 This Award shall be administered and interpreted solely by the Committee or its  delegated agent.        6.11 It is the intent that this Award comply in all respects with Rule 16b-3 under the  Exchange Act and any related regulations.  If any provision of this Award is later found not to be  in compliance with such Rule and regulations, the provisions shall be deemed null and void.  The  provisions of the RSUs under this Award shall be executed in accordance with the requirements  of Section 16 of the Exchange Act and regulations promulgated thereunder.    6.12 Subject to the limitations set forth herein, this Award shall be binding upon and  inure to the benefit of the legatees, distributees, and personal representatives of Consultant and  the successors of the Company.    6.13 This Award is subject to the terms of any separate Clawback Policy maintained by  the Company, as such Policy may be amended from time to time.    6.14 Consultant hereby acknowledges receipt of a copy of this Award, and that he has  read and understands the terms and provisions hereof, and accepts the RSUs subject to all of the  terms and conditions of the Award.    6.15 In the event of any conflict between the provisions of this Award and the  provisions of the Agreement, the provisions of this Award shall govern.     [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 8711E1C3-B91F-43CC-B7C2-8E2BACB01583 





 






 Dated Consultant Agreement Version    4878-3718-5545v.3    IN WITNESS WHEREOF, the parties hereto have executed this Award as of the day and  year first above written.          APPLIED BLOCKCHAIN, INC.            By:                 Name: David Rench         Title:   Chief Financial Officer            2378688 ALBERTA LTD.            By:                 Name: Etienne Snyman         Title:   DocuSign Envelope ID: 8711E1C3-B91F-43CC-B7C2-8E2BACB01583