Form 8-K

8-K — Applied Digital Corp.

Accession: 0001493152-26-028899

Filed: 2026-06-16

Period: 2026-06-16

CIK: 0001144879

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001144879

2026-06-16

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

June

16, 2026

(Date

of earliest event reported)

APPLIED

DIGITAL CORPORATION

(Exact

name of registrant as specified in its charter)

Nevada

001-31968

95-4863690

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

3811

Turtle Creek Boulevard, Suite 2100, Dallas, Texas

75219

(Address

of principal executive offices)

(Zip

Code)

214-427-1704

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐

Emerging growth company

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock

APLD

Nasdaq

Global Select Market

Item

1.01. Entry into a Material Definitive Agreement.

Senior

Secured Notes Offering

General

June 16, 2026, APLD ComputeCo 3 LLC (the “Issuer”), a subsidiary of Applied Digital Corporation (the “Company”

or “Applied Digital”), completed its previously announced private offering of 7.000% Senior Secured Notes due 2031 (the “notes”).

The notes were sold under a purchase agreement, dated as of June 9, 2026, entered into by and among the Issuer, the subsidiary guarantors

party thereto (the “Subsidiary Guarantors”) and Goldman Sachs & Co. LLC (“Goldman Sachs”) as the representative

(the “Representative”) of the several initial purchasers named in Schedule I thereto (the “Initial Purchasers”),

for resale to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933,

as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the

Securities Act. The aggregate principal amount of notes sold in the offering was $1.59 billion.

The

notes were issued at a price equal to 100.000% of their principal amount. The Issuer intends to use the net proceeds from the offering

to (i) fund the construction and associated expenses of 150 megawatts of critical IT load (“ELN-04”) at Polaris Forge 1,

Applied Digital’s AI Factory campus at Ellendale, North Dakota, (ii) repay the aggregate principal balance plus any accrued interest

under the Credit and Guaranty Agreement with Goldman Sachs Bank USA, as administrative agent and as collateral agent and the lenders

party thereto, which was provided as a bridge loan facility, (iii) fund debt service reserves, and (iv) pay transaction expenses.

Indenture

June 16, 2026, the Issuer, APLD HPC Holdings 2 LLC (the direct parent of the Issuer), and the Subsidiary Guarantors entered into an indenture

(the “Indenture”) with respect to the notes with Wilmington Trust, National Association, as trustee (the “Trustee”)

and collateral agent (the “Collateral Agent”). The notes are senior secured obligations of the Issuer and bear interest at

a rate of 7.000% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2026.

The notes mature on June 15, 2031, unless earlier redeemed or repurchased in accordance with their terms. The principal amount of the

notes amortize on a semi-annual basis on June 15 and December 15 of each year (each, a “Payment Date”), beginning on the

first Payment Date following the final Commencement Date (as defined in the Indenture) which occurs with respect to all datacenter leases

in effect on the Issue Date (as defined in the Indenture), in amounts set forth in the Indenture. Required amortization is subject to

adjustment in case of partial redemption or repurchase or, in certain circumstances, the issuance of additional notes.

Redemption

or after June 15, 2028, the Issuer may redeem the notes at its option, in whole at any time or in part from time to time, at the redemption

prices set forth in the Indenture. Prior to June 15, 2028, the Issuer may redeem the notes at its option, in whole at any time or in

part from time to time, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus a “make-whole”

premium and accrued and unpaid interest, if any. In addition, prior to June 15, 2028, the Issuer may redeem up to 40% of the aggregate

principal amount of the notes in an amount not to exceed the amount of the proceeds of certain equity offerings, at the redemption price

set forth in the Indenture, plus accrued and unpaid interest.

Certain

Covenants

The

Indenture limits the ability of the Issuer and the Subsidiary Guarantors to, among other things: (i) incur or guarantee additional indebtedness;

(ii) pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments; (iii) make certain

investments; (iv) create or incur liens; (v) consummate certain asset sales; (vi) enter into sale and lease back transactions; (vii)

hold assets or conduct operations unrelated to the operation of the Facilities and certain additional projects; (viii) engage in certain

transactions with its affiliates; and (ix) merge, consolidate or transfer or sell all or substantially all of its assets. These covenants

are subject to a number of important qualifications and exceptions as set forth in the Indenture. Additionally, upon the occurrence of

specified change of control events, the Issuer must offer to repurchase the notes at 101% of the principal amount, plus accrued and unpaid

interest, if any, to, but excluding, the purchase date. The Indenture also provides for customary events of default.

The

foregoing description of the Indenture and the notes does not purport to be complete and is qualified in its entirety by reference to

the full text of the Indenture (and the form of note included therein), a copy of which is filed with this Current Report on Form 8-K

as Exhibits 4.1 and 4.2 hereto and is hereby incorporated herein by reference.

Completion

Guarantee

The

Company has provided a customary completion guarantee with respect to each Project (as defined in the Indenture) related to the Facilities,

which requires the Company to provide the Issuer funds as necessary to ensure the completion of the Construction Period (as defined in

the Indenture) and, to the extent applicable under any respective datacenter lease, the occurrence of the Phase 1 Commencement Date under

and as defined in such datacenter lease prior to the applicable Outside Completion Date (as defined in such datacenter lease) subject

to any applicable extensions to such date pursuant to such datacenter lease, in the event that the proceeds of the notes and the available

funds (including previous equity contributions from the Company) are insufficient to do so.

Item

2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Forward

Looking Statements

Statements

in this Current Report on Form 8-K about future expectations, plans, and prospects, as well as any other statements regarding matters

that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation

Reform Act of 1995. These statements include, but are not limited to, the anticipated use of any proceeds from the offering, and the

terms of the notes. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”

“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”

“should,” “target,” “will,” “would,” and similar expressions are intended to identify

forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially

from those indicated by such forward-looking statements as a result of various important factors, including uncertainties related to

market conditions, the other factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form

10-K filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2025 and the risks described in other filings

that the Company may make from time to time with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K

speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether

as a result of new information, future events, or otherwise, except to the extent required by applicable law.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

4.1

Indenture, dated as of June 16, 2026, among APLD ComputeCo 3 LLC, APLD HPC Holdings 2 LLC, the Subsidiary Guarantors as defined therein and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 7.000% senior secured notes.

4.2

Form of Note representing the 7.000% Senior Secured Notes due 2031 (included as Exhibit A to Exhibit 4.1).

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

June 16, 2026

APPLIED

DIGITAL CORPORATION

By:

/s/

Saidal Mohmand

Name:

Saidal

Mohmand

Title:

Chief

Financial Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

APLD

COMPUTECO 3 LLC

APLD

HPC HOLDINGS 2 LLC

AND

EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO

7.000%

SENIOR SECURED NOTES DUE 2031

INDENTURE

Dated

as of June 16, 2026

WILMINGTON

TRUST, NATIONAL ASSOCIATION,

Trustee

and

Collateral Agent

TABLE

OF Contents

Page

Article 1 DEFINITIONS

Section 1.01

Definitions

Section 1.02

Other Definitions

Section 1.03

Rules of Construction

Section 1.04

[Reserved]

Article 2 THE

NOTES

Section 2.01

Form and Dating

Section 2.02

Execution and Authentication

Section 2.03

Registrar and Paying Agent

Section 2.04

Paying Agent to Hold Money

in Trust

Section 2.05

Holder Lists

Section 2.06

Transfer and Exchange

Section 2.07

Additional Notes

Section 2.08

Replacement Notes

Section 2.09

Outstanding Notes

Section 2.10

Treasury Notes

Section 2.11

Temporary Notes

Section 2.12

Cancellation

Section 2.13

CUSIP / ISIN Numbers

Article 3 REDEMPTION

AND PREPAYMENT

Section 3.01

Notices to Trustee

Section 3.02

Selection of Notes to Be Redeemed

Section 3.03

Notice of Redemption

Section 3.04

Effect of Notice of Redemption

Section 3.05

Deposit of Redemption Price

Section 3.06

Notes Redeemed in Part

Section 3.07

Calculation of Redemption

Price

Section 3.08

[Reserved]

Section 3.09

Mandatory Redemption; Open

Market Purchases

Section 3.10

[Reserved]

Section 3.11

Datacenter Lease Termination

Fee Mandatory Redemption

Article 4 COVENANTS

Section 4.01

Payment of Notes

Section 4.02

Maintenance of Office or Agency

Section 4.03

Compliance Certificate

Section 4.04

Limitation on Debt

Section 4.05

Limitation on Restricted Payments

Section 4.06

Limitation on Liens

Section 4.07

[Reserved]

Section 4.08

[Reserved]

Section 4.09

Reports

Section 4.10

[Reserved]

Section 4.11

Offer to Repurchase Upon a

Change of Control

Section 4.12

[Reserved]

Section 4.13

Asset Sales and Casualty Events

Section 4.14

Exclusion of Excess Capacity

Assets

Section 4.15

Limitation on Further Negative

Pledges

Section 4.16

Sales and Leasebacks

Section 4.17

Partnerships, Formation of

Subsidiaries, Future Subsidiary Guarantors

Section 4.18

Transactions with Affiliates

Section 4.19

Special Purpose Entity

Section 4.20

HoldCo Negative Covenant

Section 4.21

No Modification of Certain

Agreements

Section 4.22

Debt Service Reserve Account

Section 4.23

Project Accounts; Cash Waterfall

Article 5 MERGERS

AND CONSOLIDATIONS

Section 5.01

Issuer

Section 5.02

Subsidiary Guarantors

Section 5.03

Application

Section 5.04

Substitution

Article 6 DEFAULTS

AND REMEDIES

Section 6.01

Events of Default

Section 6.02

Acceleration

Section 6.03

Waiver of Past Defaults

Section 6.04

Control by Majority

Section 6.05

Limitations on Suits

Section 6.06

Collection Suit by Trustee

Section 6.07

Priorities

Section 6.08

Trustee May File Proofs of

Claim

Section 6.09

Holder Representation

Article 7 TRUSTEE

AND COLLATERAL AGENT

Section 7.01

Duties of Trustee and Collateral

Agent

Section 7.02

Rights of Trustee and Collateral

Agent

Section 7.03

Individual Rights of Trustee

and Collateral Agent

Section 7.04

Trustee’s and Collateral

Agent’s Disclaimer

Section 7.05

Notice of Defaults

Section 7.06

Compensation and Indemnity

Section 7.07

Replacement of Trustee or

Collateral Agent

Section 7.08

Successor Trustee or Collateral

Agent by Merger, etc.

Section 7.09

Eligibility; Disqualification

Section 7.10

Intercreditor Agreement; Completion

Guarantee.

Article 8 LEGAL

DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01

Option to Effect Legal Defeasance

or Covenant Defeasance

Section 8.02

Legal Defeasance

Section 8.03

Covenant Defeasance

Section 8.04

Conditions to Legal or Covenant

Defeasance

Section 8.05

Deposited Money and Government

Securities to Be Held in Trust; Other Miscellaneous Provisions

Section 8.06

Repayment to the Issuer

Section 8.07

Reinstatement

Article 9 AMENDMENT,

SUPPLEMENT AND WAIVER

Section 9.01

Without Consent of Holders

of Notes

Section 9.02

With Consent of Holders of

Notes

100

Section 9.03

Effect of Consents

101

Section 9.04

Notation on or Exchange of

Notes

101

Section 9.05

Trustee to Sign Amendments,

etc.

102

Article 10

SATISFACTION AND DISCHARGE

102

Section 10.01

Satisfaction and Discharge

102

Section 10.02

Application of Trust Money

103

Article 11

SUBSIDIARY GUARANTEES

103

Section 11.01

Guarantee

103

Section 11.02

Limitation on Subsidiary Guarantor

Liability

104

Section 11.03

Releases

105

Section 11.04

Notation Not Required

105

Article 12

COLLATERAL AND SECURITY

105

Section 12.01

Grant of Security Interest

105

Section 12.02

Further Assurances; Liens

on Additional Property

106

Section 12.03

[Reserved]

106

Section 12.04

Release and Subordination

of Collateral

106

Section 12.05

Release and Subordination

Documentation

107

Section 12.06

[Reserved]

107

Section 12.07

Purchaser Protected

107

Section 12.08

Authorization of Receipt of

Funds by the Trustee Under the Collateral Documents

108

Section 12.09

Powers Exercisable by Receiver

or Trustee

108

Section 12.10

Real Estate Deliverables

108

Article 13

MISCELLANEOUS

109

Section 13.01

Notices

109

Section 13.02

Certificate and Opinion as

to Conditions Precedent

110

Section 13.03

Statements Required in Certificate

or Opinion

110

Section 13.04

Rules by Trustee and Agents

111

Section 13.05

No Personal Liability of Directors,

Officers, Employees and Stockholders

111

Section 13.06

Governing Law

111

Section 13.07

Waiver of Immunity

111

Section 13.08

Waiver of Jury Trials

112

Section 13.09

No Adverse Interpretation

of Other Agreements

112

Section 13.10

Successors

112

Section 13.11

Patriot Act

112

Section 13.12

Severability

112

Section 13.13

Counterpart Originals

112

Section 13.14

Table of Contents, Headings,

etc.

113

Section 13.15

Legal Holidays

113

Article 14

PRINCIPAL AMORTIZATION

113

Section 14.01

Installment Payments

113

Section 14.02

Modifications to Amortization

Payments

114

Section 14.03

Notices to Trustee

114

Section 14.04

Selection of Notes to Be Repaid

114

Section 14.05

Notice of Installment

115

Section 14.06

Effect of Notice of Installment

115

Section 14.07

Deposit of Installment

115

Section 14.08

Notes Repaid in Part

115

EXHIBITS

Exhibit

A Form of Note

Exhibit

B Form of Certificate of Transfer

Exhibit

C Form of Certificate of Exchange

Exhibit

D Form of First Lien Intercreditor Agreement

iii

INDENTURE,

dated as of June 16, 2026, among APLD ComputeCo 3 LLC, a Delaware limited liability company (the “Issuer”) and an

indirect subsidiary of Applied Digital Corporation, a Nevada corporation (“Parent”), APLD HPC Holdings 2 LLC, a Delaware

limited liability company and the direct parent company of the Issuer (“HoldCo”), the Subsidiary Guarantors (as defined

below) and Wilmington Trust, National Association, as trustee and collateral agent.

Each

party agrees as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the

Notes (as defined below) issued pursuant to this Indenture:

Article

DEFINITIONS

Section

1.01 Definitions.

“144A

Global Note” means a Global Note substantially in the form of Exhibit A hereto, as applicable, bearing the Global Note

Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depository or its nominee

that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acceptable

Intercreditor Agreement” means the First Lien Intercreditor Agreement, a Market Intercreditor Agreement or another customary

intercreditor agreement as determined in good faith by the Issuer (which may, if applicable, consist of a collateral proceeds “waterfall”

or, in the case of payment subordinated Debt, a payment “waterfall”).

“Additional

Notes” means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with

Section 2.07 hereof.

“Additional

Project Debt” means Debt that is incurred by the Company Parties to finance or refinance the development and/or construction

of, or Investment in, an Additional Project.

“Additional

Project Debt Conditions” means the following conditions with respect to any Additional Project Debt: (1) such Additional Project

Debt is unsecured, or secured by Liens on the Collateral on a pari passu or junior basis with the Notes and such Liens are subject to

an Acceptable Intercreditor Agreement, or secured by Liens on assets not constituting Collateral, in each case to the extent such Liens

are Permitted Liens; (2) if the Additional Project Debt is not incurred in the form of Additional Notes, such Additional Project Debt

shall not (i) have a shorter weighted average life to maturity than the maturity date applicable to the Notes or (ii) have any obligors

or collateral that are not also obligors or Collateral for the Notes; (3) the Additional Project in connection with which such Additional

Project Debt is incurred is subject to a Datacenter Lease with a Qualifying Tenant; (4) so long as the Issuer obtains confirmation from

at least two of the Rating Agencies (one of which must be Fitch if Fitch rates the Notes) that then rate the Notes that the corporate

credit ratings of the Issuer after giving effect to the incurrence of such Additional Project Debt, will be no lower than the corporate

credit ratings of the Issuer immediately prior to the time of incurrence of such Additional Project Debt; and (5) upon the incurrence

of such Additional Project Debt, the Loan-to-Cost Ratio on a pro forma basis after giving effect to such Additional Project Debt, is

not more than seventy-four percent (74%).

“Additional

Project Debt Documents” means, with respect to any Additional Project Debt, the notes, credit agreements, indentures, security

documents and other operative agreements evidencing or governing such Additional Project Debt, and each other agreement entered into

for the purpose of securing any Additional Project Debt, as the same may be amended, restated, supplemented or otherwise modified from

time to time.

“Additional

Project Documents” means, with respect to any Additional Project, collectively, the documents, contracts and/or agreements

entered into by the Company Parties and any of their Affiliates, as applicable, relating to the development, construction, operation

and/or maintenance of such Additional Project including, for the avoidance of doubt, any amended Project Documents to the extent applicable

to such Additional Project.

“Additional

Projects” means one or more datacenter projects other than ELN-04 Project (but including any expansion or augmentation of the

existing ELN-04 Building).

“Additional

Transaction Documents” means, with respect to any Additional Project, collectively, the Additional Project Documents with respect

to such Additional Project, and any Additional Project Debt Documents relating to any Additional Project Debt for such Additional Project.

“Affiliate”

means, with respect to a specified Person, another Person directly or indirectly through one or more intermediaries, controlling, controlled

by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative

meanings, the terms “controlling,” “controlled by” and “under common control with”),

as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management

and policies of that Person, whether through the ability to exercise voting power, by contract or otherwise.

“Agent”

means, individually or collectively, as the context requires, the Collateral Agent and/or the Trustee.

“APLD

ELN-04” means APLD ELN-04 LLC, a Delaware limited liability company.

“Applicable

Law” means, as to any Person, any ordinance, law, treaty, rule or regulation or any determination, ruling or other directive

by and from an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding on such Person or any of

its property or assets or to which such Person or any of its property or assets is subject.

“Applicable

Premium” means, with respect to any Note on any redemption date, the greater of:

(1) 1.0%

of the principal amount of such Note; or

(2) the

excess of:

(a) the

present value at such redemption date of (A) the redemption price of such Note at June 15,

2028 (such redemption price (expressed in a percentage of principal amount) being set forth

in paragraph 5 of the Notes, exclusive of any accrued and unpaid interest), plus (B) all

required interest payments due on the Note through June 15, 2028 (excluding accrued but unpaid

interest to the redemption date), computed using a discount rate equal to the Treasury Rate

as of such redemption date plus 50 basis points; over

(b) the

principal amount of such Note.

Calculation

of the Applicable Premium shall be made by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate and, in

any event, such calculation shall not be a duty or obligation of the Trustee.

“Applicable

Procedures” means, with respect to a Depository, as to any matter at any time, the policies and procedures of such Depository,

if any, that apply to such matter at such time.

“Asset

Sale” means a sale, lease (as lessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor), transfer

or other disposition to, or any exchange of Property with, any Person, in one transaction or a series of transactions, of all or any

part of any of the Properties of the Issuer or any Subsidiary Guarantor, whether now owned or hereafter acquired, leased or licensed;

provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Issuer will be governed

by Article 5 and not by Section 4.13.

Notwithstanding

the preceding, none of the following items will be deemed to be an Asset Sale:

(1) dispositions

of assets among the Company Parties, including transfers of assets by a Company Party to

a newly-formed entity that becomes a Subsidiary Guarantor;

(2) dispositions

in the ordinary course of its business;

(3) sales,

leases, licenses or subleases, transfers or other dispositions of real or personal Property

of the Subsidiary Guarantors (A) in each case, the Fair Market Value of which does not exceed

$15.0 million in the aggregate in any Fiscal Year, (B) that are obsolete, damaged, worn out,

surplus or not used or useful in any material respect in the business of the Subsidiary Guarantors

in connection with the ownership, operation or maintenance of the Project or any Additional

Project, including the lapse or expiration of Intellectual Property at the end of their respective

statutory terms and abandonment of Intellectual Property that is not material to the business

of the Subsidiary Guarantors or the ownership, operation or maintenance of the Project or

any Additional Project or (C) which is Excess Property;

(4) to

the extent constituting a sale, lease, transfer, assignment, conveyance, exchange or other

disposition, upon any equipment failure, the replacement of such failed equipment with comparable

equipment;

(5) the

liquidation, sale or use of Cash and Cash Equivalents;

(6) sales

or discounts without recourse (other than customary representations and warranties) of accounts

receivable in connection with the compromise, collection or other disposition thereof;

(7) transfers

of condemned property as a result of the exercise of “eminent domain” (or other

similar policies and condemnation proceedings) to the respective Governmental Authority or

agency that has condemned the same (whether by deed in lieu of condemnation or otherwise),

and transfers of property that have been subject to a casualty to the respective insurer

of such real property as part of an insurance settlement (or similar casualty loss proceedings);

(8) leases,

subleases, licenses or sublicenses of property in the ordinary course of business and which

do not materially interfere with the business of any Company Party or the ownership, operation

or maintenance of the Project or any Additional Project;

(9) any

surrender or waiver of contract rights pursuant to a settlement, release, recovery on or

surrender of contract, tort or other claims of any kind;

(10) dispositions

in connection with the unwinding, termination, settlement or extinguishment of any Hedging

Obligations;

(11) [reserved];

(12) the

expiration of any option agreement with respect to real or personal property;

(13) dispositions

of letters of credit and/or bank guarantees (and/or the rights thereunder) to banks or other

financial institutions in the ordinary course of business in exchange for Cash and/or Cash

Equivalents;

(14) the

granting of easements or other interests in real property related to the Project or any Additional

Project to other Persons so long as such grant is in the ordinary course of business, would

constitute a Permitted Lien or would not reasonably be expected to materially detract from

the value or use of the affected property or to interfere in any material respect with such

Subsidiary Guarantor’s ability to construct or operate the Project or any Additional

Project, sell or distribute power therefrom or perform any material obligation under any

Project Document or any Additional Project Documents;

(15) transfers

of all of the equity interests in a Subsidiary Guarantor, where, had such Subsidiary Guarantor’s

assets been held by the transferor directly, their disposition would not have constituted

an Asset Sale; and

(16) any

lease, license or sublease, sale, assignment, conveyance, transfer or other disposition of

Excess Property.

“Authorized

Officer” means, with respect to (i) delivering an Officer’s Certificate pursuant to this Indenture, the chief executive

officer, the president, the chief financial officer, the treasurer, any assistant treasurer, the general counsel, the principal accounting

officer, the managing director or any other person of the Issuer having substantially the same responsibilities as the aforementioned

officers, and (ii) any other matter in connection with this Indenture, the chief executive officer, the chief financial officer, the

treasurer, any assistant treasurer, the general counsel or a responsible financial or accounting officer of the Issuer.

“Available

Retained Excess Cash Flow Amount” means, on any date of determination: (1) the aggregate amount, for the period from, and including,

the Issue Date to, but excluding, the last day of the most recently completed fiscal quarter as of such date of determination, deposited

in the Revenue Account (for the avoidance of doubt, without regard to the utilization of any such amounts to make any payments pursuant

to Section 4.05(b)(9)), minus (2) the sum, for the period from, and including, the Issue Date to, but excluding, the last

day of the most recently completed fiscal quarter as of such date of determination, of (a) all interest, principal amortization or other

Debt Service or other principal payments paid by any Company Party in respect of the Notes or other Debt, (b) without duplication of

amounts described in clause (a), any additional amounts deposited in the Debt Service Reserve Account in respect of the Notes, and (c)

all operating expenses paid by any Company Party pursuant to Section 4.23(b)(2)(i).

“Bankruptcy

Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor

statute.

“Bankruptcy

Law” means the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership

or similar law.

“Beneficial

Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act as of the Issue Date. The

terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have

a corresponding meaning.

“Bridge

Facility” means the bridge loan facility established pursuant to that certain Credit and Guaranty Agreement, dated as of May

1, 2026, among APLD ComputeCo 3 LLC, as borrower, each Subsidiary Guarantor from time to time party thereto, Goldman Sachs Bank USA,

as administrative agent and collateral agent, and the lenders from time to time party thereto, in an aggregate principal amount of $300,000,000.

“Board

of Directors” means:

(1) with

respect to a corporation, the board of directors of the corporation or any committee thereof

duly authorized to act on behalf of such board;

(2) with

respect to a partnership, the board of directors of the general partner of the partnership;

(3) with

respect to a limited liability company, the managing member or members or any controlling

committee of managing members thereof (or, if applicable, the board of directors of the limited

liability company or any committee thereof duly authorized to act on behalf of such board);

and

(4) with

respect to any other Person, the board or committee of such Person serving a similar function.

“Business

Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York

or is a day on which banking institutions located in the State of New York or the place of payment of the Notes are authorized or required

by law or other governmental action to close.

“Capital

Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a

corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership

interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“Cash”

means money, currency or a credit balance in any demand account or Deposit Account.

“Cash

Equivalents” means any of the following: (a) readily marketable direct obligations of the government of the United States or

any agency or instrumentality thereof, or obligations unconditionally guaranteed by the full faith and credit of the government of the

United States, in each case maturing within one year from the date of acquisition thereof; (b) securities issued by any state of the

United States of America or any political subdivision of any such state or any public instrumentality thereof having maturities of not

more than one year from the date of acquisition thereof and, at the time of acquisition, having a rating of AA or higher from S&P

or Aa3 or higher from Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent

rating from another nationally recognized rating service); (c) investments in commercial paper maturing within 270 days from the date

of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 or P-1 from either S&P or Moody’s

(or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally

recognized rating service); (d) demand deposits, time deposits, certificates of deposit, banker’s acceptances and time deposits

maturing within 270 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts

or deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of

America, any State thereof, any country that is a member of the OECD or any political subdivision thereof, that has a combined capital

and surplus and undivided profits of not less than $500,000,000; (e) fully collateralized repurchase agreements with a term of not more

than 30 days for securities described in the foregoing clauses (a) and (b) and entered into with a financial institution satisfying the

criteria of the foregoing clause (d); (f) marketable short-term money market and similar funds having a rating of at least P-2 or A-2

from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations,

an equivalent rating from another rating agency); and (g) investments in “money market funds” within the meaning of Rule

2a-7 of the Investment Company Act of 1940, substantially all of whose assets are invested in investments of the type described in the

foregoing clauses (a) through (e).

“Cash

Management Obligations” means, with respect to any Person, the obligations of such Person under agreements or arrangements

relating to Cash Management Services.

“Cash

Management Services” means treasury, depository, overdraft, credit or debit card, purchase card, electronic funds transfer

(including automated clearing house fund transfer services), merchant services (other than those constituting a line of credit) and other

cash management services.

“Casualty

Event” means a casualty event that causes all or a material portion of the Property of any Subsidiary Guarantor to be damaged,

destroyed or rendered unfit for normal use for any reason whatsoever, other than (a) ordinary use and wear and tear or (b) any Event

of Eminent Domain.

“Change

of Control” means the occurrence of any of the following: (a) the Issuer becomes aware that any “person” or “group”

(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) (other than a Permitted Holder) is or becomes the beneficial

owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Capital Stock of Parent representing more

than fifty percent (50%) on a fully diluted basis of the aggregate voting power represented by the issued and outstanding Capital Stock

of Parent; (b) Parent and any Permitted Holders shall, in the aggregate, fail to own and control, directly or indirectly, beneficially

and of record, Capital Stock of the Issuer representing at least one hundred percent (100%) on a fully diluted basis of the aggregate

ordinary voting power represented by the issued and outstanding Capital Stock of the Issuer; or (c) the Issuer shall, in the aggregate,

fail to own and control, directly or indirectly, beneficially and of record, Capital Stock of each Subsidiary Guarantor representing

at least one hundred percent (100%) on a fully diluted basis of the aggregate ordinary voting power represented by the issued and outstanding

Capital Stock of each Subsidiary Guarantor. Notwithstanding the foregoing, a transaction in which the Parent becomes a subsidiary of

another Person (such Person, the “New Parent”) shall not constitute a Change of Control if immediately following the

consummation of such transaction, no person, other than a Permitted Holder, the New Parent or any subsidiary of the New Parent, beneficially

owns, directly or indirectly through one or more intermediaries, Capital Stock of Parent representing more than 50% on a fully diluted

basis of the aggregate voting power represented by the issued and outstanding Capital Stock of Parent.

Notwithstanding

anything to the contrary in this definition or any provision of Rule 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed

to beneficially own Capital Stock (x) to be acquired by such Person or group pursuant to a stock or asset purchase agreement, merger

agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until

the consummation of the acquisition of the Capital Stock in connection with the transactions contemplated by such agreement or (y) solely

as a result of veto or approval rights in any joint venture agreement, shareholder agreement, investor rights agreement or other similar

agreement, (ii) if any group (other than a Permitted Holder) includes one or more Permitted Holders, the issued and outstanding voting

stock of Parent owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being beneficially

owned by such group or any other member of such group for purposes of determining whether a Change of Control has occurred, (iii) a Person

or group (other than Permitted Holders) will not be deemed to beneficially own Capital Stock of another Person as a result of its ownership

of Equity Interests or other securities of such other Person’s parent (or related contractual rights) unless it owns more than

50% of the total voting power of the Capital Stock of such Person’s parent and (iv) the right to acquire Capital Stock (so long

as such Person does not have the right to direct the voting of the Capital Stock subject to such right) or any veto power in connection

with the acquisition or disposition of Capital Stock will not cause a party to be a beneficial owner.

“Code”

means the Internal Revenue Code 1986, as amended.

“Collateral”

means (a) the Capital Stock of the Issuer and each Subsidiary Guarantor, (b) all Property of the Company Parties, now owned or hereafter

acquired and (c) the Project Accounts; provided that Excluded Property shall not constitute Collateral.

“Collateral

Agent” means Wilmington Trust, National Association, in its capacity as collateral agent as appointed pursuant to this Indenture

and any of its successors in such capacity.

“Collateral

Documents” means the Security Agreement (and any agreement entered into, or required to be delivered, by any of the Company

Parties, as applicable, pursuant to the terms of the Security Agreement in order to perfect the Lien created on any Property pursuant

thereto), the HoldCo Pledge Agreement, the Mortgages, any account control agreement with any bank in respect of the Project Accounts

and any other Deposit Account (other than Excluded Accounts), and each other agreement that creates or purports to create a Lien in favor

of the Collateral Agent for the benefit of the Notes Secured Parties to secure the obligations and liabilities of any Company Party under

any Notes Document.

“Commencement

Date” means, with respect to any Datacenter Lease in respect of any Project or any Additional Project, being the date on which

the conditions to the first commencement date of such Datacenter Lease are satisfied and such Datacenter Lease commences.

“Company

Order” means a written order signed in the name of the Issuer by one Authorized Officer.

“Company

Party” means, individually or collectively, as the context may require, the Issuer and each Subsidiary Guarantor.

“Completion

Guarantee” means that certain Completion Guarantee to be entered into on or about the Issue Date, by and among Parent and the

Collateral Agent, as the same may be amended, supplemented or modified from time to time.

“Construction

Period” means, with respect to any Project or any Additional Project, the period from the Issue Date until the occurrence of

the commencement date of the final phase under the Datacenter Lease related to such Project or any Additional Project.

“Contractual

Obligations” means, as applied to any Person, any provision of any Capital Stock issued by such Person or of any indenture,

mortgage, deed of trust, contract, undertaking, agreement or other instrument to which such Person is a party or by which it or any of

its Properties is bound.

“CoreWeave”

means CoreWeave, Inc., a Delaware corporation.

“Corporate

Services Agreement” means that certain Corporate Services Agreement, dated as of October 6, 2025, by and between Parent and

APLD HPC TopCo 2 LLC, a Delaware limited liability company, as amended, restated, supplemented or otherwise modified; provided that the

terms thereof, taken as a whole, after giving effect to any such amendment, restatement, supplement or other modification, are not materially

less favorable to the Company Parties than the terms, taken as a whole, as of the Issue Date.

“Corporate

Trust Office of the Trustee” will be at the address of the Trustee specified in Section 13.01 hereof or such other address

as to which the Trustee may give notice to the Issuer.

“Credit

Facilities” means one or more (A) debt facilities providing for revolving credit facilities, term loans or letters of credit,

(B) debt securities, indentures or other forms of debt financing or (C) instruments or agreements evidencing any other Debt, in each

case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in

part from time to time, that in each case the Issuer designates as a “Credit Facility” hereunder.

“Custodian”

means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Datacenter

Lease MRC” means any monthly recurring payments payable by a tenant to the Issuer or the applicable Subsidiary Guarantor upon

a Datacenter Lease Termination (including any amounts payable pursuant to any Datacenter Lease as liquidated damages in connection with

the applicable termination of such Datacenter Lease).

“Datacenter

Lease Termination Fee” means a termination fee with respect to a Datacenter Lease.

“Datacenter

Leases” means, collectively, (a) the ELN-04 Datacenter Lease and (b) any other datacenter lease in respect of the applicable

Project or any Additional Project.

“Debt”

as applied to any Person, means, without duplication, (a) all obligations of such Person for borrowed money; (b) that portion of obligations

with respect to Finance Lease Obligations that is properly classified as a liability on a balance sheet in conformity with GAAP; (c)

all obligations of such Person evidenced by notes, bonds, debentures, drafts or other similar instruments representing extensions of

credit whether or not representing obligations for borrowed money; (d) all obligations of such Person in respect of the deferred purchase

price of property (excluding (i) trade payables, (ii) expenses accrued in the ordinary course of business and (iii) obligations resulting

from take-or-pay contracts entered into in the ordinary course of business) which purchase price is due more than six (6) months after

the date of placing such property in service or taking delivery of title thereto; (e) all Debt of others secured by any Lien on property

owned or acquired by such Person, whether or not the Debt secured thereby has been assumed; provided that the amount of such Debt

will be the lesser of (i) the Fair Market Value of such asset as determined by such Person in good faith on the date of determination

and (ii) the amount of such Debt of other Persons; (f) the face amount of any letter of credit issued for the account of such Person

or as to which such Person is otherwise liable for reimbursement of drawings; and (g) the net mark-to-market exposure of such Person

in respect of any exchange traded or over the counter derivative transaction; provided, that in no event shall (A) deferred compensation

arrangements, (B) non-compete or consulting obligations, (C) earn out obligations until such obligations are earned or mature in accordance

with GAAP, (D) asset retirement obligations and (E) working capital or other adjustments to purchase price or indemnification obligations

under purchase agreements (except to the extent that the amount payable is, or becomes, reasonably determinable and would be reflected

on a balance sheet in accordance with GAAP), in each case, constitute Debt of a Person for the purposes of Section 4.04.

“Debt

Service” means, for any period, the sum of (without duplication) (a) all scheduled principal payable during such period in

respect of any senior secured or unsecured debt facility, (b) the amount of interest expense in respect of any senior secured or unsecured

debt facility, (c) all scheduled principal, interest or premiums in respect of the Notes pursuant to this Indenture, and (d) the amount

of any commitment fees or other scheduled fees paid or payable in connection with any Debt (other than fees that constitute operating

expenses) and excluding payments at maturity, redemptions, prepayments or repurchases.

“Debt

Service Reserve” means, with respect to the Notes Secured Parties, any cash or cash equivalents pledged by, or other letter

of credit issued on behalf of, the Issuer and the Subsidiary Guarantors in favor of the Collateral Agent, for the benefit of any Notes

Secured Party, to support the Notes Obligations of the Company Parties in respect of the Notes Documents including any cash or cash equivalents

on deposit in, or credited to, the Debt Service Reserve Account (and any other account established in the name of the Company Parties,

as applicable, subject to the Lien and control of the Collateral Agent to satisfy any Debt Service Reserve) from time to time or any

other letter of credit issued in favor of the Collateral Agent in lieu of such cash or cash equivalents for the benefit of the Notes

Secured Parties.

“Debt

Service Reserve Required Amount” means, from and after the Issue Date, an amount equal to $81.0 million, plus a proportionate

amount in connection with any Additional Notes to the extent such issuance of Additional Notes results in a greater aggregate principal

amount of Notes outstanding than the amount outstanding on the Issue Date (i.e., if the amount of Additional Notes issued exceeds the

amount of Notes repurchased or redeemed prior to the date of such issuance).

“Default”

means any Event of Default or a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Definitive

Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06

hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not

have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Deposit

Account” means a demand, time, savings, checking, passbook or like account with a bank, savings and loan association, credit

union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Depository”

means DTC, its nominees and their respective successors.

“Derivative

Instrument” with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash

or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such

Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by

such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance

of the Notes and/or the creditworthiness of the Issuer and the Subsidiary Guarantors (the “Performance References”).

“Designated

Non-cash Consideration” means the Fair Market Value of non-cash consideration received by any Company Party in connection with

an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, less the amount

of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Disqualified

Equity Interests” means any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into

which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily

redeemable (other than solely for Capital Stock which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation

or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Capital Stock which are not otherwise Disqualified

Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible

into or exchangeable for Debt or any other Capital Stock that would constitute Disqualified Equity Interests, in each case, prior to

the date that is ninety-one (91) days after the maturity date of the Notes. Notwithstanding the preceding sentence, (A) if such Capital

Stock is issued pursuant to any plan for the benefit of directors, officers, employees, members of management, managers or consultants

or by any such plan to such directors, officers, employees, members of management, managers or consultants, in each case, in the ordinary

course of business of the Issuer or any Subsidiary, such Capital Stock shall not constitute Disqualified Equity Interests solely because

it may be required to be repurchased by the issuer thereof in order to satisfy applicable statutory or regulatory obligations, and (B)

no Capital Stock held by any future, present or former employee, director, officer, manager, member of management or consultant (or their

respective Affiliates or immediate family members) of the Issuer (or any Subsidiary) shall be considered Disqualified Equity Interests

because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option, stock

appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that

may be in effect from time to time.

“Distribution

Compliance Period” means the 40-day distribution compliance period as defined in Regulation S.

“Dollars”

and the sign “$” mean the lawful currency of the United States of America.

“DTC”

means The Depository Trust Company.

“Ellendale

Property” means the real property located at 9685 87th Avenue SE, Ellendale, North Dakota 58436.

“ELN-04

Building” means the building under construction known as “ELN-04” situated on the Ellendale Property.

“ELN-04

Datacenter Lease” means the Building 4 Datacenter Lease dated August 28, 2025, by and between APLD ELN-04 LLC and CoreWeave,

as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms

of this Indenture.

“ELN-04

Project” means the 150MW data center subject to the ELN-04 Datacenter Lease to be located in the ELN-04 Building.

“Equity

Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security

that is convertible into, or exchangeable for, Capital Stock).

“Equity

Offering” means (a) a public or private sale of the Capital Stock of the Issuer or any of its direct or indirect parent companies

(excluding Disqualified Equity Interest) or (b) any cash contribution to the equity capital of the Issuer, other than: (i) public offerings

with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-8; and (ii) issuances

to any Subsidiary of the Issuer or any such parent, in each case made after the Issue Date.

“Euroclear”

means Euroclear Bank SA/NV, as operator of the Euroclear System, and any successor thereto.

“Event

of Eminent Domain” means any action, series of actions, omissions or series of omissions by any Governmental Authority (a)

by which such Governmental Authority appropriates, confiscates, condemns, expropriates, nationalizes, seizes or otherwise takes all or

a material portion of the Property of any Subsidiary Guarantor (including any Capital Stock of any Subsidiary Guarantor) or (b) by which

such Governmental Authority assumes custody or control of the Property (other than immaterial portions of such Property) or business

operations of any Subsidiary Guarantor or any Capital Stock of any Subsidiary Guarantor, in each case, that is reasonably anticipated

to last for more than 90 consecutive days.

“Excess

Capacity Assets” means any interconnection capacity (measured in megawatts) in excess of the planned 150MW of critical IT load

allocated to the ELN-04 Project, and all physical interconnection and related facilities, assets, contracts, rights, revenues, and proceeds

directly related to or derived from such excess interconnection capacity (i.e., any and all interconnection capacity in excess of planned

150MW of critical IT load in the ELN-04 Building); provided that, for the avoidance of doubt, all interconnection capacity up to the

planned 150MW of critical IT load allocated to the ELN-04 Project, and all assets, contracts, rights, revenues, and proceeds directly

related thereto shall constitute Collateral and shall not be Excess Capacity Assets.

“Excess

Property” means (x) any right, title or interest in real property of any kind held by any Company Party and that are not reasonably

expected to be required for such Company Party to perform its obligations under the Datacenter Lease (as determined by the Issuer in

good faith) and (y) any interconnection capacity (measured in megawatts) not allocated to the Datacenter Lease (as determined by the

Issuer in good faith), and all other assets or rights of the Company Parties and/or the Project, as applicable, that are directly related

to such unallocated capacity, including, without limitation, any Excess Capacity Assets.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Excluded

Accounts” means (a) trust fund accounts and escrow accounts held exclusively for the benefit of an unaffiliated third party

and payroll accounts, in each case, to the extent solely used for such purpose, (b) accounts maintained solely for the purpose of consummating

ordinary course transactions that do not have an average aggregate daily balance which exceeds $5.0 million, and (c) deposit accounts

maintained solely as zero balance disbursement accounts other than the Project Accounts; provided that, notwithstanding anything to the

contrary in this definition or the Notes Documents, in no event shall any Project Account at any time constitute an Excluded Account.

“Excluded

Property” means:

(a)

any

contracts, permits, licenses, leases, accounts, general intangibles (other than any capital stock), payment intangibles, chattel

paper, letter-of-credit rights and promissory notes (including any of its rights or interests thereunder) if the grant of such security

interest therein shall (i) give any other Person party to such contract, permit, license, lease, account, general intangible (other

than any capital stock), payment intangible, chattel paper, letter of credit or promissory note the right to terminate its obligations

thereunder, (ii) constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the

Issuer or any Subsidiary Guarantor in or under such contract, permit, license, lease, account, general intangible (other than any

capital stock), payment intangible, chattel paper, letter of credit or promissory note, (iii) require any consent not obtained under

any such contract, permit, license, lease, account, general intangible (other than any capital stock), payment intangible, chattel

paper, letter of credit or promissory note or (iv) constitute or result in a prohibition, breach or termination pursuant to the terms

of any such contract, permit, license, lease, account, general intangible (other than any capital stock), payment intangible, chattel

paper, letter of credit or promissory note (in each case of clauses (i) through (iv), after giving effect to Sections 9-406, 9-407,

9-408 and 9-409 of the UCC (and any successor provision or provisions) of any relevant jurisdiction and any other applicable law

(including the Bankruptcy Code) or principles of equity);

(b)

any

contracts, permits, licenses, leases, accounts, general intangibles (other than any capital stock), payment intangibles, chattel

paper, letter-of-credit rights and promissory notes (including any of its rights or interests thereunder) to the extent that a security

interest therein is prohibited by or in violation of any law, rule or regulation or under the terms of such contracts, permits, licenses,

leases, accounts, general intangibles, payment intangibles, chattel paper, letter-of-credit rights and promissory notes applicable

to the Issuer or such Subsidiary Guarantor (other than to the extent that any such prohibition or violation would be rendered ineffective

pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction

or any other applicable law (including the Bankruptcy Code) or principles of equity) or which would require governmental (including

regulatory) consent; provided that any such property described in this paragraph (b) and the foregoing paragraph

(a) shall constitute Excluded Property only to the extent and for so long as the consequences specified above shall exist and

shall cease to be Excluded Property and shall become subject to the Lien granted under the Collateral Documents, immediately and

automatically, at such time as no such consequences shall exist;

(c)

all

motor vehicles, vessels, cars, trucks, trailers, aircraft, rolling stock, construction and earthmoving equipment and any other assets

subject to a certificate of title law of any state (other than to the extent a security interest therein can be perfected by the

filing of a UCC-1 financing statement);

(d)

assets

subject to Finance Lease Obligations, purchase money financing and cash to secure letter of credit reimbursement obligations to the

extent such Finance Lease Obligations, purchase money financing or letters of credit are permitted under this Indenture and the terms

thereof prohibit a grant of a security interest therein;

(e)

Excluded

Accounts;

(f)

any

letter-of-credit right to the extent a security interest in such letter-of-credit right cannot be perfected by a filing of a UCC

financing statement (it being understood that no actions shall be required to perfect a security interest in letter-of-credit rights,

other than the filing of a UCC financing statement);

(g)

any

commercial tort claim with a value (as determined in good faith by the Issuer or any Subsidiary Guarantor) of less than $15.0 million;

(h)

any

intent-to-use application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051,

prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege

Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, to the extent, if any, that, and solely during the period,

if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues

from such intent-to-use trademark application under applicable federal law;

(i)

the extent pledged to a commodity counterparty, such as an energy manager or fuel supplier in the ordinary course of business, accounts

receivable (and accounts into which the proceeds of such accounts receivable are deposited, including “lockbox” and similar

accounts) owed by any Person to the Issuer or any Subsidiary Guarantor for the purchase of electric energy and other related products

or services (but excluding, as of any date, any such accounts receivable, accounts or proceeds held by or pledged to such commodity

counterparty in excess of 55 days as of such date);

(j)

margin,

clearing or similar accounts with or on behalf of brokers, credit clearing organizations, independent system operators, regional

transmission organizations, pipelines, state agencies, federal agencies, futures contract brokers, exchanges related to the trading

of energy (including the Intercontinental Exchange), customers, trading counterparties, or any other parties or issuers of surety

bonds and any proceeds thereof, in the ordinary course of business;

(k)

“Margin

Stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (as in effect from time to

time);

(l)

any

Real Estate Asset with a Fair Market Value (as determined in good faith by the Issuer or such Subsidiary Guarantor) of less than

$5.0 million or with respect to which the Issuer shall have reasonably determined that the costs (including recording Taxes and filing

fees) of creating and perfecting a Lien on such Real Estate Asset are excessive in relation to the value of the security afforded

thereby;

(m)

any

particular assets if the creation or perfection of pledges of, or security interests in, any property or assets would result in material

adverse tax consequences to the Issuer or any Subsidiary Guarantor, or any direct or indirect parent entity of the Issuer, as reasonably

determined by the Issuer or any Subsidiary Guarantor in good faith;

(n)

any

particular assets if the Issuer or any Subsidiary Guarantor reasonably determines that the burden, cost or consequences (including

any adverse tax consequences) of creating or perfecting such pledges or security interests therein are excessive in relation to the

practical benefits to be obtained therefrom by the Notes Secured Parties;

(o)

any

assets sold or otherwise transferred to any Person other than the Issuer or any Subsidiary Guarantor in compliance with the Notes

Documents;

(p)

any

distribution or other Restricted Payments (as defined below) which the Issuer in turn distributes to any parent company or any other

Person upon any such distribution; provided that such distribution or other Restricted Payment to any parent company or any

such other Person is made pursuant to, or otherwise in accordance with, the terms of this Indenture;

(q)

any

Excess Property that is released from the Collateral in accordance with the Notes Documents; and

(r)

any

Excess Capacity Assets;

provided

that, in no event shall the Capital Stock issued by each Company Party constitute Excluded Property.

“Fair

Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not

involving distress or necessity of either party, determined in good faith by an authorized officer of the Issuer.

“Finance

Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other

arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified

and accounted for as capital leases or finance leases on a balance sheet of such Person under GAAP; provided that (x) the amount

of such obligations shall be the amount thereof determined in accordance with GAAP and (y) the final maturity of such obligations shall

be the date of the last payment due under such lease (or other arrangement) before such lease (or other arrangement) may be terminated

by the lessee without payment of a premium or penalty.

“First

Lien Intercreditor Agreement” means a first lien intercreditor agreement, to be entered into by the Collateral Agent with one

or more collateral agents or other authorized representatives for any Debt that is secured by Liens on the Collateral on a pari passu

basis with the Notes and that is not prohibited by this Indenture, governing the relative rights of the holders of such Debt and the

Notes Secured Parties with respect to the Collateral, as the same may be amended, restated, amended and restated, supplemented or otherwise

modified from time to time.

“Fiscal

Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal

Year” means a fiscal year of the Company Parties ending on December 31 of each calendar year.

“Fitch”

means Fitch Ratings, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

“Fixed

GAAP Date” means the Issue Date; provided that at any time after the Issue Date, the Issuer may, by written notice to

the Trustee, elect to change the Fixed GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date shall

be such date for all periods beginning on and after the date specified in such notice.

“Fixed

GAAP Terms” means (a) the definitions of the terms “Finance Lease Obligations,” “Debt,” and “debt

for borrowed money,” including any future changes in GAAP that would require lease (or “synthetic lease”) obligations

to be included as Debt on a Company Party’s balance sheet, (b) all defined terms in this Indenture to the extent used in or relating

to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and (c) any other term

or provision of this Indenture that may be specified by the Issuer by written notice to the Trustee from time to time; provided that

a Company Party may elect to remove any term from constituting a Fixed GAAP Term.

“Full

Budgeted Cost of Construction” means the total budgeted costs, determined as of the Issue Date, to develop the Project (inclusive

of interest expected to accrue on the Notes during the Construction Period, the Debt Service Reserve Required Amount, and any financing

and other fees, expenses and payments in connection with the construction of the Project and the issuance of the Notes), as determined

by the Issuer in good faith.

“Fund

Vehicle” means (i) an Investment Fund that makes investments in multiple portfolio companies, together with any alternative

investment vehicles, (ii) feeder funds, parallel funds, intermediate entities, blocker corporations or other entities, in each case,

that was formed for the purposes of investment with any fund described in clause (i), and (iii) any investment vehicle, directly or indirectly,

controlled by any fund described in clause (i) or (ii).

“GAAP”

means generally accepted accounting principles in the United States of America, as in effect on the Fixed GAAP Date consistently applied.

“Global

Note Legend” means the legend set forth in Section 2.06(g)(2), which is required to be placed on all Global Notes issued

under this Indenture.

“Global

Notes” means, individually and collectively, each of the Global Notes substantially in the form of Exhibit A hereto,

issued in accordance with Section 2.01 hereof.

“Government

Securities” means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or

instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States of America

is pledged and which are not callable or redeemable at the Issuer’s option.

“Governmental

Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau,

court, agency or instrumentality or political subdivision thereof, any entity, officer or examiner exercising executive, legislative,

judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with

a state of the United States, the United States or, to the extent applicable and legally binding, a foreign entity or government or any

securities exchange (including any supra-national bodies such as the European Union or the European Central Bank), any self-regulatory

organization (including the National Association of Insurance Commissioners) and any applicable regional transmission organization or

independent system operator as approved by FERC or NERC, including PJM.

“Governmental

Authorization” means any authorization, approval, consent, franchise, license, covenant, order, ruling, permit, certification,

exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration

with, any Governmental Authority.

“Grantor”

has the meaning specified in the Security Agreement as in effect on the Issue Date.

“Hedging

Obligations” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,

commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond

index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign

exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap

transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including

any options to enter into any of the foregoing), whether or not any such transaction is governed by, or subject to, any master agreement,

and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed

by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange

Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),

including any such obligations or liabilities under any Master Agreement.

“HoldCo

Pledge Agreement” means that certain pledge agreement, to be dated as of the Issue Date, by and among HoldCo and the Collateral

Agent relating to the pledge by HoldCo of its Equity Interests of the Issuer, as the same may be amended, supplemented, restated, replaced

or modified from time to time.

“Holder”

means the Person in whose name a Note is registered on the registrar’s books.

“Immediate

Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant,

parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law

and daughter-in-law (including adoptive relationships), the estates of such individual and such other individuals above and any trust,

partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private

foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the

donor.

“Independent

Financial Advisor” means an accounting, appraisal or investment banking firm or consultant of nationally recognized standing.

“Indirect

Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial

Notes” means the $1,590,000,000 aggregate principal amount of 7.000% Senior Secured Notes due 2031 issued under this Indenture

on the Issue Date.

“Insolvency

or Liquidation Proceeding” means:

(a)

any

voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to the Issuer or any Subsidiary Guarantor;

(b)

any

other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization

or other similar case or proceeding with respect to the Issuer or any Subsidiary Guarantor or with respect to a material portion

of their respective assets;

(c)

any

liquidation, dissolution, reorganization or winding up of the Issuer or any Subsidiary Guarantor whether voluntary or involuntary

and whether or not involving insolvency or bankruptcy; or

(d)

any

assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Issuer or any Subsidiary Guarantor.

“Institutional

Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3)

or (7) under the Securities Act, who are not also QIBs.

“Intellectual

Property” means the following intellectual property rights, both statutory and common law rights, if applicable: (a) copyrights

and registrations and applications for registration thereof, (b) trademarks, service marks, trade names, slogans, domain names, logos,

trade dress and registrations and applications for registration thereof, (c) patents, as well as any reissued and reexamined patents

and extensions corresponding to the patents and any patent applications, as well as any related continuation, continuation in part and

divisional applications and patents issuing therefrom and (d) trade secrets and confidential information, including proprietary designs,

concepts, compilations of information, methods, techniques, procedures, processes and other know-how, whether or not patentable.

“Investment”

means (a) any direct or indirect purchase or other acquisition by a Company Party of, or of a beneficial interest in, any of the Securities

of any other Person; (b) any direct or indirect redemption, retirement, purchase or other acquisition for value, by a Company Party from

any Person, of any Capital Stock of such Person; and (c) any direct or indirect loan, guarantee, advance (other than advances to employees

for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital

contributions by a Company Party to any other Person, including all indebtedness and accounts receivable from that other Person that

are not current assets or did not arise from sales to that other Person in the ordinary course of business. The amount of any Investment

shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases

in value, or write ups, write downs or write offs with respect to such Investment; provided that any returns or distributions

of capital or repayment of principal actually received in Cash by such other Person with respect thereto shall reduce the amount of an

Investment; provided further that if a distribution reduces the amount of an Investment below zero, then such amount will deemed

to be zero Dollars, but the Company Parties may count the unused portion of the distribution against future Investments.

“Investment

Fund” means (i) a private equity fund, hedge fund, family office or other investment fund that makes investments in debt or

equity securities and/or portfolio companies, (ii) an alternative investment vehicle for a private equity fund, hedge fund, family office

or other investment fund making investments of the type described in the foregoing clause (i), (iii) any Person (other than a portfolio

company), directly or indirectly, controlled by, or under common control with, any private equity fund, hedge fund, family office or

other investment fund (or group of affiliated private equity funds, hedge funds, family offices or other investment funds) described

in the foregoing clauses (i) and (ii), and/or (iv) any general partner or managing member who is an Affiliate of any of the foregoing.

“Issue

Date” means June 16, 2026.

“Joint

Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal

form; provided, that in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such

Person is a party.

“Laws”

means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,

codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental

Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed

duties, requests, licenses, and Governmental Authorizations of, and agreements with, any Governmental Authority.

“Lien”

means, with respect to any property or asset, any mortgage, pledge, security interest, encumbrance or lien of any kind in the nature

of security or any other agreement or arrangement having a similar effect; provided that in no event shall an operating lease

be deemed to constitute a Lien. For the avoidance of doubt, “Lien” shall not include any netting or set-off arrangements

under any Contractual Obligation (other than any Contractual Obligation constituting debt for borrowed money or having the effect of

debt for borrowed money) otherwise permitted under the terms of this Indenture.

“Loan-to-Cost

Ratio” means, with respect to any Additional Project, as of the date of incurrence of any Additional Project Debt of such Additional

Project, the ratio of (i) the aggregate principal amount of all Additional Project Debt of such Additional Project on a pro forma basis

after giving effect to such incurrence, to (ii) the aggregate amount of all costs, fees and expenses incurred or expected to be incurred

by the applicable Company Party with respect to the development, construction, commissioning, financing, operating and leasing of such

Additional Project (as determined by such Company Party in good faith).

“Long

Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery

obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally

decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

“Macquarie

Group” means (i) Macquarie Group Limited (“MGL”), any holding company of MGL (including any holding company

interposed for the purposes of an internal reorganization) (an “MGL Holding Company”), any subsidiary undertaking

of MGL or of an MGL Holding Company; (ii) any Fund Vehicle or other legal entity which is advised by or the assets of which are managed

by any entity referred to in the immediately preceding clause (i), including Macquarie Infrastructure Partners VI SCSp, Macquarie Infrastructure

Partners VI, L.P., and their respective general partners; (iii) any subsidiary undertaking of a Fund Vehicle or legal entity referred

to in the immediately preceding clause (ii), (iv) MIP HPC Holdings, LLC, and (v) any Affiliate of any of the foregoing; provided, however,

that the term “advised” means being in receipt of advice in relation to the management of investments of that legal entity

which (other than in relation to actually making decisions to implement such advice) is substantially the same as the services which

would be provided by a manager of the relevant legal entity.

“Management

Group” means the group consisting of the directors, executive officers and other management personnel (and their respective

Immediate Family Members) of the Parent on the Issue Date.

“Margin

Stock” has the meaning specified in Regulation U.

“Market

Capitalization” means an amount equal to (a) the total number of issued and outstanding shares of common Equity Interests of

a Person (or any direct or indirect parent entity) on the date of its assumption of a Datacenter Lease, multiplied by (b) the arithmetic

mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such common Equity

Interests are traded for the 30 consecutive trading days immediately preceding the date of assumption of a Datacenter Lease.

“Market

Intercreditor Agreement” means an intercreditor or subordination agreement or arrangement (which may take the form of a “waterfall”

or similar provision) the terms of which are either (a)(i) consistent with market terms governing intercreditor arrangements for the

sharing or subordination of Liens or arrangements relating to the distribution of payments, as applicable, at the time the applicable

agreement or arrangement is proposed to be established in light of the type of Debt subject thereto or (ii) taken as a whole, not materially

less favorable to the holders of the notes than the terms of any Acceptable Intercreditor Agreement governing similar priorities that

is then in effect, in each case as determined by the Issuer in good faith or (b) in the event an “Acceptable Intercreditor Agreement”

has been entered into after the Issue Date meeting the requirement of the preceding clause (a), the terms of which are, taken as a whole,

not materially less favorable to the holders of the Notes than the terms of such Acceptable Intercreditor Agreement to the extent such

agreement governs similar priorities, in each case of clause (a) or (b) as determined by the Issuer in good faith.

“Material

Adverse Effect” means a material adverse effect on (a) the business, assets, financial condition or results of operations of

the Company Parties, taken as a whole, (b) the ability of the Company Parties, taken as a whole, to fully and timely perform their Obligations

under the Notes Documents or (c) the rights and remedies of the Holders, taken as a whole, under the Notes Documents.

“Moody’s”

means Moody’s Investors Service, Inc. or any successor thereof.

“Mortgaged

Property” means all Real Estate Assets of any Subsidiary Guarantor subject to the Mortgages.

“Mortgages”

mean, collectively, the mortgages, deeds of trust, deeds to secure debt and other security documents (including amendments to any of

the foregoing) delivered with respect to Real Estate Assets, as amended, supplemented or otherwise modified from time to time including

all such changes as may be required to account for local law matters.

“Nationally

Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning

of Section 3(a)(62) under the Exchange Act.

“Net

Cash Proceeds” means:

(a)

with

respect to any proceeds of or under any casualty or property insurance, indemnity, condemnation awards, warranty or guaranty (including

any proceeds received from business interruption insurance, or payments in lieu thereof) received by any Subsidiary Guarantor in

connection with the occurrence of any Casualty Event or Event of Eminent Domain, the sum of Cash and Cash Equivalents received by

such Subsidiary Guarantor in connection with such Casualty Event or Event of Eminent Domain net of the sum of (A) all reasonable

out of pocket costs and expenses (including legal and accounting fees and expenses, underwriting discounts, investment banking fees,

commissions, collection expenses and other customary transaction costs) paid or reasonably estimated to be payable by the Company

Parties in connection with such event or with the collection, enforcement, negotiation, consummation, settlement, proceedings, administration

or other activity related to the receipt or collection of the relevant proceeds, (B) federal, state, provincial, foreign and local

Taxes reasonably estimated to be actually payable within the current or the immediately succeeding tax year as a result of any gain

recognized in connection therewith (including any Permitted Tax Distribution Amount) and (C) the amount of any reserves established

by the Company Parties to fund contingent liabilities reasonably estimated to be payable, in each case, that are directly attributable

to such event (as determined reasonably and in good faith by an officer of the Company Parties); and

(b)

with

respect to any Asset Sale (including in connection with issuance of Capital Stock), the sum of the Cash and Cash Equivalents received

by a Company Party in respect of such Asset Sale (including any cash received in respect of or upon the sale or other disposition

of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of

principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption

by the acquiring person of Debt relating to the disposed assets or other consideration received in any other non-cash form), net

of the costs relating to such Asset Sale or the applicable asset and the sale or disposition of such Designated Non-cash Consideration

(including, without limitation, legal, accounting and investment banking fees, payments made in order to obtain a necessary consent

or required by applicable law, payments to employees and brokerage and sales commissions), taxes paid or payable (in the good faith

determination of the Issuer) as a result thereof (including any tax distributions), amounts required to be applied to the repayment

of principal, premium (if any) and interest on Debt required (other than with respect to the Notes) to be paid as a result of such

transaction, required payments of other obligations relating to the applicable asset, any deduction of appropriate amounts to be

provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such

transaction and retained by the Issuer after such sale or other disposition thereof, including, without limitation, pension and other

post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated

with such transaction and payments made to holders of non-controlling interests in non-wholly owned subsidiaries as a result of such

Asset Sale.

“Net

Operating Income” means, for any applicable period, (x) all revenues of the Issuer and its Subsidiaries for such period minus

(y) all operating expenses of the type described in clause (ii) of the last paragraph of Section 4.23(b) of the Issuer and

its Subsidiaries for such period payable.

“Net

Short” means, with respect to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short

Derivative Instruments exceeds the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of

such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit

Event (each as defined in the 2014 International Swaps and Derivatives Association, Inc. Credit Derivatives Definitions) to have occurred

with respect to the Issuer or any Subsidiary Guarantor immediately prior to such date of determination.

“Notes”

means the Initial Notes and any Additional Notes.

“Notes

Documents” means this Indenture, the Notes and the Collateral Documents.

“Notes

Obligations” means the Obligations under the Notes and the other Notes Documents.

“Notes

Secured Parties” means the holders of the Notes Obligations, including the Trustee, the Collateral Agent and the Holders. “Notes

Secured Party” shall have correlative meanings.

“Obligations”

means any principal (including reimbursement obligations and obligations to provide cash collateral with respect to letters of credit,

whether or not drawn), interest, fees and expenses (including, to the extent legally permitted, all interest, fees and expenses accrued

thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate even

if such interest, fees and expenses are not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), settlement

payments, termination payments, margin payments, penalties, fees, charges, expenses, indemnifications, reimbursements, damages, guarantees,

other liabilities, amounts payable, or obligations under the Notes Documents or other obligations in respect thereof.

“Offering

Memorandum” means the Offering Memorandum, dated June 9, 2026, related to the issuance and sale of the Initial Notes.

“Officer”

means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer,

the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the General Counsel, any Assistant General Counsel, the Controller,

the Secretary, any Assistant Secretary or any Vice-President of such Person.

“Officer’s

Certificate” means a certificate signed on behalf of the Issuer by an Authorized Officer that meets the requirements set forth

in this Indenture.

“Opinion

of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of

Section 13.03 herein. The counsel may be an employee of or counsel to the Issuer or any Subsidiary of the Issuer.

“Organizational

Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or organization and its

bylaws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect

to any general partnership, its partnership agreement, and (d) with respect to any limited liability company, its articles of organization,

and its operating agreement. In the event any term or condition of this Indenture or any other Notes Document requires any Organizational

Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document”

shall only be to a document of a type customarily certified by such governmental official.

“Participant”

means, with respect to the Depository, Euroclear or Clearstream, a Person who has an account with the Depository, Euroclear or Clearstream,

respectively, and, with respect to DTC, shall include Euroclear and Clearstream.

“Pass

Through Operating Expenses” means all operating expenses relating to the Project or any Additional Project, including, without

limitation, all expenditures in respect of the payment of taxes (other than any Permitted Tax Distribution Amounts), operating, repair

and maintenance expenses, administrative expenses, insurance, amounts owing under intercompany contracts among the Company Parties, in

each case that are paid for by Parent or an Affiliate of Parent (other than the Company Parties) for the benefit of the Company Parties.

“Patriot

Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism

Act of 2001, (USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001), as amended).

“Paying

Agent” means the office or agency where Notes may be presented for payment. The term “Paying Agent” includes any

additional paying agent.

“Payment

Date” means June 15 and December 15 of each year, beginning on December 15, 2026.

“Permitted

Asset Swap” means the substantially concurrent purchase and sale or exchange, including as a deposit for future purchases,

of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between any of the Company Parties

and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with Section 4.13.

“Permitted

Holder” means, at any time, each of (i) the Management Group, (ii) any Person that, directly or indirectly, holds or acquires

100% of the total voting power of the Capital Stock of Parent, and of which no other Person or group (within the meaning of Section 13(d)(3)

or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any of the other Permitted Holders, holds more than

50% of the total voting power of the Capital Stock thereof, (iii) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2)

of the Exchange Act) of which any of the foregoing, any Permitted Holder specified in the last sentence of this definition are members

and any member of such group; provided, that, in the case of such group and any member of such group and without giving effect

to the existence of such group or any other group, no Person or other group (other than the Permitted Holders specified in clauses (i),

(ii), (iv) and (v) of this definition) owns, directly or indirectly, more than 50% of the total voting power of the voting stock of Parent

held by such group, (iv) the Macquarie Group and (v) any New Parent and its subsidiaries. Any Person or group (within the meaning of

Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) whose acquisition of beneficial ownership or assets or properties of Parent

constitutes a Change of Control in respect of which a Change of Control Offer is made or waived in accordance with the requirements of

this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“Permitted

Investments” shall mean:

(a)

Investments

in a Company Party (including the Capital Stock of a Company Party);

(b)

(x)

Investments existing on the Issue Date; provided that the amount of any Investment existing on the Issue Date has not increased

from the amount of such Investment on the Issue Date, except (A) by capitalized amounts related to unpaid accrued interest and/or

premium or (B) pursuant to the terms of such Investment as in effect on the Issue Date and (y) guarantees of Debt permitted under

Section 4.04;

(c)

Investments

in Cash and Cash Equivalents (or that were Cash Equivalents at the time when made);

(d)

Investments

(A) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and (B)

deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of

the Subsidiary Guarantors;

(e)

loans

and advances to officers, directors and employees of the Subsidiary Guarantors made in the ordinary course of business in an aggregate

principal amount not to exceed $500,000 at any time outstanding;

(f)

the extent constituting Investments, Liens, Debt, Asset Sales and Restricted Payments which are not prohibited by Section 4.04,

Section 4.05, Section 4.06, Section 4.13, and Article 5;

(g)

demand

or deposit accounts with banks or other financial institutions to the extent permitted pursuant to Section 4.22 and Section

4.23;

(h)

with

respect to any Casualty Event or Event of Eminent Domain, the application of any related Net Cash Proceeds to purchase any Property

useful in the business of any Subsidiary Guarantor or any Project or any Additional Project, as applicable (or, in the case of a

Casualty Event, used to replace damaged or destroyed assets) in accordance with the terms of the Transaction Documents or any Additional

Transaction Documents;

(i)

guarantees

by the Company Parties of leases of the Company Parties or of other obligations, in each case, entered into in the ordinary course

of business and payments thereon or Investments in respect thereof in lieu of such payments;

(j)

solely

following the occurrence of the Final Commencement Date, in addition to Investments permitted by clauses (a) through (o) of this

definition, the Subsidiary Guarantors may make additional loans, advances and other Investments to or in a Person (including a Joint

Venture) in an aggregate amount for all loans, advances and other Investments made pursuant to this clause (j) at any one time outstanding

not to exceed 30.0% of Net Operating Income for the most recently ended four full fiscal quarters for which financial statements

have been delivered or deemed delivered to the Trustee;

(k)

the extent any Company Party may make any Restricted Payment, any such Company Party may make an Investment in lieu thereof; provided

that such Investment shall be treated as if it was made as a Restricted Payment for purposes of testing compliance with Section

4.05;

(l)

the extent constituting an Investment, buybacks of any Debt permitted pursuant to Section 4.04;

(m)

Investments

made pursuant to, or in connection with, the Transaction Documents and any Additional Transaction Documents;

(n)

solely

following the occurrence of the Final Commencement Date, Investments in Joint Ventures or Similar Businesses (in each case, valued

in good faith by the Issuer) not to exceed, at any one time in the aggregate outstanding under this clause (n), an amount that would

cause the ratio of (i) (x) the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries as of an applicable

date of determination minus (y) the amount of Cash or Cash Equivalents that would be stated on the balance sheet of the Issuer

and its Subsidiaries as of such date of determination, to (ii) the Net Operating Income of the Issuer and its Subsidiaries, to exceed

3.00 to 1.00 on a pro forma basis for such Investment;

(o)

any

Investment in securities or other assets not constituting Cash or Cash Equivalents and received in connection with an Asset Sale

or any other disposition of assets not constituting an Asset Sale permitted under this Indenture;

(p)

the extent constituting an Investment, the entry into, and any transaction contemplated by, any Shared Facilities Arrangement in

connection with a Shared Facilities Agreement;

(q)

Investments

consisting of Hedging Obligations entered into in the ordinary course of business and not for speculative purposes;

(r)

any

Investment in Excess Capacity Assets; and

(s)

Investments

in connection with any Additional Project.

“Permitted

Liens” means, with respect to the Company Parties:

(a)

Liens

for Taxes;

(b)

materialmen’s,

mechanics’, carriers’, workers’, repairmen’s, employees’ or other like Liens, arising in the ordinary

course of business or in connection with the operation and maintenance of the Property of any Company Party, which do not in the

aggregate materially detract from the value of the Property to which they are attached or materially impair the use thereof or for

amounts not yet overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings;

(c)

Liens

incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types

of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds (other than bonds related

to judgment or litigation to the extent such judgment or litigation constitutes an Event of Default), bids, leases, government contracts,

trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of

debt for borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any material

portion of Property of any Company Party;

(d)

Liens

securing Hedging Obligations (including any set-off or netting rights granted by the Issuer or any Subsidiary Guarantor in connection

therewith but excluding Hedging Obligations entered into for speculative purposes), Cash Management Obligations, and letters of credit

issued to support Hedging Obligations or Cash Management Obligations;

(e)

easements,

rights-of-way, restrictions, title imperfections, survey exceptions, trackage rights, licenses, leases, special assessments, rights

of way, covenants, conditions, restrictions, declarations, encroachments, encumbrances, other defects or irregularities in title

and similar matters if the same do not have a materially adverse effect on the operation or use of such property in the ordinary

course of the business of any Company Party;

(f)

any

lien or interest or title of a lessor or sublessor arising by statute or under any lease (provided that any landlord lien

on any Real Estate Asset shall be required to be waived or subordinated to the Liens securing the Notes) of real estate permitted

hereunder;

(g)

purported

Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property

entered into in the ordinary course of business;

(h)

Liens

in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the

importation of goods;

(i)

encumbrances

on real property in the nature of any zoning restrictions, building and land use laws, ordinances, orders, decrees, restrictions

or any other conditions imposed by any Governmental Authority on any Real Estate Asset, if the same does not have a materially adverse

effect on the operations or use of such Real Estate Asset in the ordinary course of the business of any Company Party;

(j)

non-exclusive

outbound licenses of patents, copyrights, trademarks and other Intellectual Property rights granted by any Company Party in the ordinary

course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the value of the

business of any Company Party;

(k)

[Reserved];

(l)

Liens

under the Collateral Documents with respect to the Notes; provided, that such Liens only secure Debt permitted pursuant to

Section 4.04(a)(2)(x);

(m)

purchase

money Liens upon or in real property or equipment acquired or held by any Company Party in the ordinary course of business securing

the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition,

construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property

or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure

the purchase price), or existing on any such property or equipment of any Person that is merged or consolidated with or into the

Issuer or any of its subsidiaries, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount;

provided, that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed

or improved (other than improvements, accessions or proceeds in respect thereof and assets fixed or appurtenant thereto), and no

such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended,

renewed or replaced; and provided, further that the aggregate principal amount of the Debt secured by Liens permitted

by this clause (m) shall not exceed the amount permitted under Section 4.04(a)(7) at any time outstanding;

(n)

Liens

solely on any cash earnest money deposits made by any Company Party in connection with any letter of intent or purchase agreement

permitted hereunder;

(o)

respect of any Company Party, Liens arising out of judgments or awards (or the payment of money) not constituting an Event of Default

under Section 6.01(7) or securing appeal or other surety bonds related to such judgments or awards, to the extent such judgments

do not otherwise constitute an Event of Default under Section 6.01;

(p)

Liens

arising by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights

or relating to purchase orders and other agreements entered into with customers of any Company Party in the ordinary course of business

(including any energy management agreement);

(q)

Liens

or pledges of deposits of Cash or Cash Equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions or

similar obligations to providers or property, casualty or liability insurance in the ordinary course of business;

(r)

any

Liens with respect to the Properties of any Company Party that arise under Contractual Obligations of such Company Party as in effect

on the Issue Date, but only to the extent the same have been disclosed to the Trustee prior to the Issue Date;

(s)

Liens

in an amount not to exceed in the aggregate $10.0 million at any time outstanding not otherwise constituting Permitted Liens under

the definition thereof incidental to the ordinary course of business and securing obligations that are operational and/or administrative

in nature, that do not individually or in the aggregate materially impair the Project and the Additional Projects, if applicable;

(t)

Liens

on any Excess Property, or granted under or in connection with any Shared Facilities Agreement;

(u)

Liens

arising under Finance Lease Obligations; provided, that no such Lien shall extend to or cover any property other than the

property or equipment subject to such Finance Lease Obligations, and no such extension, renewal or replacement shall extend to or

cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided, further,

that the aggregate principal amount of the Debt secured by Liens permitted by this clause (u) shall not exceed the amount permitted

pursuant to Section 4.04(a)(12) at any time outstanding;

(v)

Liens

securing obligations owed for all or any part of the deferred purchase price of property or services, which purchase price is due

more than six (6) months from the date of incurrence of the obligation in respect thereof; provided, that Debt for the deferred

purchase price of property or services is (i) not more than ninety (90) days past due or (ii) being contested in good faith and by

appropriate proceedings and in respect of which adequate reserves are in place in accordance with the Company Parties’ standard

accounting practices;

(w)

Liens

securing (i) the contingent obligations of any Company Party under or in respect of performance bonds, bid bonds, appeal bonds, surety

bonds, financial assurances and completion guarantees, indemnification obligations, (ii) obligations to pay insurance premiums, take

or pay obligations and similar obligations and (iii) obligations resulting from indemnities provided in the ordinary course under

the Project Documents or any Additional Project Documents;

(x)

statutory

Liens of depository or collecting banks on items in collection and any accompanying documents or the proceeds thereof;

(y)

Liens

in connection with or evidenced by permitted Debt pursuant to Section 4.04;

(z)

involuntary

Liens as contemplated by the Project Documents or any Additional Project Documents securing a charge or obligation on any Company

Party’s property, either real or personal, that do not individually or in the aggregate materially impair the Project and the

Additional Projects, if applicable;

(aa)

Liens

arising under the Transaction Documents (other than the Notes Documents) or any Additional Transaction Documents (other than, in

the case of Additional Transaction Documents, Liens securing Debt for borrowed money);

(bb)

Liens

for property Taxes on property that a Company Party has determined to abandon (so long as such abandonment is not prohibited by this

Indenture or any of the other Notes Documents), if the sole recourse for such Tax is to such property;

(cc)

minor

survey exceptions, minor encumbrances, ground leases, trackage rights, special assessments, easements or reservations of, or rights

of others for, licenses, rights-of-way, servitudes, sewers, towers, electric lines, telegraph and telephone and cable television

lines and other similar purposes, servicing agreements, development agreements, site plan agreements and other similar encumbrances

incurred in the ordinary course of business or zoning or other restrictions (including minor defects and irregularities in title

and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to

the ownership of its properties which were not incurred in connection with Debt and which do not in the aggregate materially adversely

affect the value of said properties or materially impair their use in the operation of the business of such Person or consistent

with past practice or industry norm;

(dd)

Liens

existing on the Issue Date (other than pursuant to clause (l) above);

(ee)

Liens

related to any sales or discounts without recourse (other than customary representation and warranties) of accounts receivable arising

in the ordinary course of business in connection with the compromise, collection or other disposition thereof;

(ff)

leases

or subleases, and licenses or sublicenses (including with respect to intellectual property) granted to others in the ordinary course

of business or consistent with past practice or industry norm (including rights granted to lessees related to quiet enjoyment and

purchase rights at the end of such leasing arrangement);

(gg)

Liens

registered on title to any Mortgaged Property and any replacement, extension or renewal of any such Lien; provided that such

replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to

such replacement, extension or renewal (unless such prior Lien provided for it to apply to additional real property upon acquisition

by the Issuer or a Subsidiary of such additional real property) and any accessions and additions thereto or proceeds and products

thereof and related property of the type that would have been subject to such Lien notwithstanding such replacement, extension or

renewal;

(hh)

Liens

that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks not

given in connection with the issuance of Debt, (ii) relating to pooled deposit or sweep accounts of the Company Parties to permit

satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company Parties or (iii) relating

to purchase orders and other agreements entered into with customers, suppliers or service providers of the Company Parties in the

ordinary course of business or consistent with past practice or industry norm;

(ii)

Liens,

deposits and security given to a public utility or any municipality or governmental authority when required by such utility or authority

in connection with the operations or business of the Company Parties in the ordinary course of business or consistent with past practice

or industry norm;

(jj)

Liens

in respect of (i) the Project Accounts and other cash management arrangements contemplated under Section 4.23 and (ii) any

similar arrangements in connection with any Additional Projects;

(kk)

extensions,

renewals and replacements of any of the foregoing Liens to the extent and for so long as the Debt or other obligations secured thereby

remain outstanding; and

(ll)

Liens

securing Additional Project Debt incurred pursuant to Section 4.04(a)(11); provided that such Liens are subject to

an Acceptable Intercreditor Agreement.

“Permitted

Tax Distribution Amount” means for any taxable period, (a) if for U.S. federal and/or applicable state or local income Tax

purposes, any Company Party is (or is disregarded as an entity separate from) a member of a consolidated, combined, affiliated or similar

income Tax group of which a parent entity is the common parent (a “Tax Group”), or is a disregarded entity or partnership

owned directly or indirectly by an entity taxed as a corporation, an amount equal to any such U.S. federal and/or applicable state or

local income Taxes of such Tax Group or such owner(s), as applicable, to the extent such income Taxes are attributable to the taxable

income or activities of such Company Party and its direct and indirect subsidiaries; provided, that, the portion of the Permitted

Tax Distribution Amount described in this clause (a) in such case, if any, shall be determined by reference to the amount that such Company

Party would have been required to pay in respect of such Taxes for such taxable period had such Company Party filed such income Tax return

as a stand-alone corporate taxpayer for all taxable periods; provided, further that the portion of the Permitted Tax Distribution

Amount described in this clause (a), if any shall be reduced by any amounts paid directly by any Company Party to the applicable Governmental

Authority in respect of such Taxes plus (b) the amount necessary to permit the Issuer and any parent entity to pay any franchise Taxes

required to maintain its existence or good standing.

“Person”

means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability

partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts

or other organizations, whether or not legal entities, and Governmental Authorities.

“Private

Placement Legend” means the legend set forth in Section 2.06(g)(1)(a) hereof to be placed on all Notes issued under

this Indenture except where otherwise permitted by the provisions of this Indenture.

“Project”

means the ELN-04 Project.

“Project

Documents” means, collectively, (a) the Datacenter Leases and (b) any other document, contract or agreement relating to the

development, construction, operation and/or maintenance of the Project.

“Property”

means any right or interest in or to any asset or property of any kind whatsoever (including any Capital Stock), whether real, personal

or mixed and whether tangible or intangible. For the avoidance of doubt, the Project shall constitute Property under the Notes Documents.

“QIB”

means a “qualified institutional buyer” as defined in Rule 144A.

“Qualifying

Equity Interests” means Equity Interests of the Issuer other than Disqualified Equity Interests.

“Qualifying

Tenant” means either (i) any of CoreWeave, Microsoft Corporation, Amazon.com, Inc., Alphabet Inc., Oracle Corporation, Meta

Platforms, Inc. and Nvidia Corporation or any of their respective controlled affiliates or (ii) a hyperscaler cloud provider or technology

company having a class of Equity Interests listed on NASDAQ or the New York Stock Exchange with a Market Capitalization of at least $50.0

billion.

“Rating

Agencies” means, (1) Moody’s, S&P and Fitch or (2) if Moody’s, S&P or Fitch or each of them shall not make

a corporate rating with respect to the Issuer or a rating on the Notes publicly available, a nationally recognized statistical rating

agency or agencies, as the case may be, selected by the Issuer, which shall be substituted for any or all of Moody’s, S&P or

Fitch, as the case may be, with respect to such corporate rating or the rating of the Notes, as the case may be.

“Rating

Agency Confirmation” means (i) with respect to entry into a Datacenter Lease that replaces a Datacenter Lease that has ceased

to be in effect, as contemplated by Section 6.01(11), confirmation from at least two of the Rating Agencies that then rate the

Notes (or both Rating Agencies that then rate the Notes, if only two Rating Agencies then rate the Notes) that the corporate credit ratings

of the Issuer after giving effect to entry into such replacement Datacenter Lease, will be no lower than the corporate credit ratings

of the Issuer immediately prior to the time the original Datacenter Lease ceased to be in effect and (ii) with respect to an incurrence

of Additional Project Debt, confirmation from at least two of the Rating Agencies that such incurrence of Additional Project Debt will

not result in a downgrade, qualification or withdrawal of the then-current corporate credit ratings of the Issuer (it being understood

that a change in ratings outlook shall not be deemed to be a downgrade or qualification).

“Real

Estate Asset” means, at any time of determination, any fee or leasehold interest, easement, improvement or license, then held

by any Subsidiary Guarantor in any real Property.

“Refinance”

means, in respect of any Debt, such Debt (in whole or in part) as extended, renewed, defeased, refinanced, replaced, refunded or repaid

(including through the issuance of any other Debt in exchange or replacement therefor or for the refinancing thereof) (in whole or in

part), whether with the same or different lenders, arrangers and/or agents and whether with a larger or smaller aggregate principal amount

and/or a longer or shorter maturity, in each case to the extent permitted under the terms of all of the Notes Documents. “Refinanced”

and “Refinancing” shall have correlative meanings.

“Registrar”

means the office or agency where Notes may be presented for registration of transfer or for exchange. The term “Registrar”

includes any co-registrar.

“Regulation

S” means Regulation S promulgated under the Securities Act.

“Regulation

S Global Note” means a Regulation S Permanent Global Note or Regulation S Temporary Global Note, as appropriate.

“Regulation

S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto, bearing the Global Note Legend

and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depository or its nominee that

will be issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration

of the Distribution Compliance Period.

“Regulation

S Temporary Global Note” means a temporary Global Note in the form of Exhibit A hereto, bearing the Global Note Legend,

the Private Placement Legend and Regulation S Temporary Global Note Legend and deposited with or on behalf of, and registered in the

name of, the Depository or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold for initial

resale in reliance on Rule 903 of Regulation S.

“Regulation

S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(3) to be placed on all Regulation S Temporary

Global Notes issued under this Indenture.

“Related

Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business.

“Release

Event” means, with respect to the Notes, the occurrence of an event as a result of which all Collateral securing the Notes

is permitted to be released in accordance with the terms of this Indenture and the Notes Documents, it being understood that any action

taken by the Issuer or its Affiliates to, solely at its option, provide Collateral to secure the Notes that is not required to be provided

pursuant to the terms of this Indenture and the Notes Documents, shall not be deemed to cause such Release Event to not have occurred.

“Replacement

Project Contract” means any Contractual Obligation entered into in replacement or substitution of any Transaction Document.

“Responsible

Officer” means as to any Person, any individual holding the position of chairman of the board (if an officer), president, chief

executive officer or one of its vice presidents and such Person’s treasurer or chief financial officer, authorized signatory or

such other Person having the functions of any of the foregoing.

“Restricted

Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted

Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted

Investment” means any Investment other than a Permitted Investment.

“Rule

144A” means Rule 144A adopted by the SEC under the Securities Act.

“S&P”

means S&P Global Ratings (a division of S&P Global, Inc.) or any of its successors or assigns that is a Nationally Recognized

Statistical Rating Organization.

“Screened

Affiliate” means any Affiliate of a Holder or, if the Holder is DTC or DTC’s nominee, of a beneficial owner, (i) that

makes investment decisions independently from such Holder or beneficial owner and any other Affiliate of such Holder that is not a Screened

Affiliate, (ii) that has in place customary information screens between it and such Holder or beneficial owner and any other Affiliate

of such Holder or beneficial owner that is not a Screened Affiliate and such screens prohibit the sharing of information with respect

to the Issuer or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or beneficial owner or any other Affiliate

of such Holder or beneficial owner that is acting in concert with such Holder in connection with its investment in the Notes and (iv)

whose investment decisions are not influenced by the investment decisions of such Holder or beneficial owner or any other Affiliate of

such Holder or beneficial owner that is acting in concert with such Holders or beneficial owners in connection with its investment in

the Notes.

“SEC”

means the United States Securities and Exchange Commission.

“Securities”

means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing

agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible,

subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest,

shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase

or acquire, any of the foregoing.

“Securities

Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Security

Agreement” means that certain Security Agreement, dated as of the Issue Date, by and among the Issuer, the Subsidiary Guarantors

party thereto and the Collateral Agent.

“Series”

means (i) the Notes and (ii) each series of Additional Project Debt that is secured on a pari passu basis with the Notes.

“Shared

Collateral” means, at any time, Collateral in which the holders of two or more Series of First Priority Obligations (or their

respective collateral agents) hold a valid and perfected security interest at such time. If more than two Series of First Priority Obligations

are outstanding at any time and the holders of less than all Series of First Priority Obligations hold a valid and perfected security

interest in any Collateral at such time, then such Collateral shall constitute Shared Collateral for those Series of First Priority Obligations

that hold a valid and perfected security interest in such Collateral at such time and shall not constitute Shared Collateral for any

Series which does not have a valid and perfected security interest in such Collateral at such time.

“Shared

Facilities” means any interconnection rights, physical interconnection and related facilities, any associated real property

rights (or interests therein) and/or other property of any Company Party for the purpose of any Shared Facilities Arrangement. For the

avoidance of doubt, any Excess Property may constitute Shared Facilities.

“Shared

Facilities Agreement” means any arm’s length (or, in the case of an agreement between a Company Party and any Affiliate,

on terms that would have been obtained in a comparable transaction between such Company Party and an unrelated Person on an arm’s

length basis) agreement between any Company Party and any other Person(s), including any related subordination, non-disturbance and attornment

agreement (or substantively similar agreement) with respect to the Project relating to the ownership or any lease of real property or

any easement or similar agreement in connection with a Shared Facilities Arrangement and satisfies the following conditions (as determined

by the Issuer in good faith and delivery of a compliance certificate by the Issuer to that effect):

(a)

the

sharing of any assets, real estate interests or other property does not materially and adversely impact the Company Parties’

ability to perform their obligations under the Notes Documents;

(b)

Default or Event of Default shall occur or would exist after giving effect thereto; and

(c)

entry

into such agreement would not reasonably be expected to have a Material Adverse Effect.

“Shared

Facilities Arrangement” means any arrangement between any Company Party and any other Person(s) with respect to the Project

relating to the sharing, co-use, co-possession, joint operation, or contingent use of Shared Facilities effected in accordance with,

and subject to the terms of, a Shared Facilities Agreement.

“Short

Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery

obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally

increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

“Significant

Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of

Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

“Similar

Business” means any business conducted, engaged in or proposed to be conducted by any Company Party on the Issue Date or any

business that is similar, incidental, complementary, ancillary, supportive, synergetic or reasonably related businesses or reasonable

extensions thereof (including any Additional Project and non-core incidental businesses acquired in connection with any acquisition or

Investment or other immaterial businesses).

“Stated

Maturity” means, with respect to any installment of interest or principal on any series of Debt, the date on which the payment

of interest or principal is scheduled to be paid in the documentation governing such Debt, and will not include any contingent obligations

to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated

Debt” means, with respect to the Notes and the Subsidiary Guarantees, (1) any Debt of the Issuer which is by its terms contractually

subordinated in right of payment to the Notes and (2) any Debt of any Subsidiary Guarantor which is by its terms is contractually subordinated

in right of payment to the Subsidiary Guarantee of such entity.

“Subsidiary”

means, with respect to any Person, any corporation, partnership, limited liability company, association, Joint Venture or other business

entity of which more than 50% of the total voting power of shares of Capital Stock or other ownership interests entitled (without regard

to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other

Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at

the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination

thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership

interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

“Subsidiary

Guarantee” means the guarantee by each Subsidiary Guarantor of the Issuer’s obligations under this Indenture and the

Notes, executed pursuant to the provisions of this Indenture.

“Subsidiary

Guarantor” means each of the Issuer’s Subsidiaries as of the Issue Date, and any future Subsidiaries of the Issuer formed

or acquired by the Issuer after the Issue Date in connection with any Additional Project or any transfer of assets to a newly-formed

Subsidiary that becomes a Subsidiary Guarantor; provided that upon the release or discharge of such Person from its Subsidiary

Guarantee in accordance with this Indenture, such Subsidiary shall cease to be a Subsidiary Guarantor.

“Tax

Group” has the meaning specified in the definition of “Permitted Tax Distribution Amount.”

“Taxes”

means any present and future taxes, levies, imposts, duties, deductions, withholdings (including backup withholdings), assessments or

other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Transaction

Documents” means, collectively, the Notes Documents and the Project Documents.

“Transactions”

means collectively, the transactions to occur pursuant to the Transaction Documents, including (i) the issuance of the Notes offered

hereby and (ii) the use of proceeds from the issuance of the Notes offered hereby, as described in the Offering Memorandum.

“Treasury

Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities

with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become

publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any

publicly available source of similar market data)) most nearly equal to the period from the redemption date to June 15, 2028; provided,

however, that if the period from the redemption date to June 15, 2028 is less than one year, the weekly average yield on actively

traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee”

means Wilmington Trust, National Association, and any of its successors in such capacity.

“UCC”

means the Uniform Commercial Code of the State of New York or of any other state the laws of which are required to be applied in connection

with the security interests in any Collateral.

“Unrestricted

Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted

Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unused

Contingency Amount” means the lesser of (x) the “Contingency Amount” set forth in the Issuer’s budget for

the Project as of the Issue Date and (y) the total amount of cash and cash equivalents of the Company Parties as of the Final Commencement

Date not held within the Debt Service Reserve Account or the Revenue Account.

Section

1.02 Other Definitions.

Term

Defined

in Section

“Additional

Notes”

Section

2.07(a)

“Additional

Notes Special Mandatory Redemption”

Section

2.07(a)(5)

“Advance

Offer”

Section

4.13(c)

“Advance

Portion”

Section

4.13(c)

“Affiliate

Transaction”

Section

4.18

“Applicable

Premium Deficit”

Section

3.03

“Asset

Sale/Casualty Event Offer”

Section

4.13(c)

“Change

of Control Offer”

Section

4.11(a)

“Change

of Control Payment”

Section

4.11(a)

“Change

of Control Payment Date”

Section

4.11(b)

“Covenant

Defeasance”

Section

8.03

“Datacenter

Lease EoD Period”

Section

6.01(11)

“Datacenter

Lease Termination”

Section

6.01(11)

“Datacenter

Lease Termination Fee Mandatory Redemption”

Section

3.11(a)

“Debt

Service Reserve Account”

Section

4.23(a)(2)

“Designated

Account”

Section

4.23(a)(4)

“Directing

Holder”

Section

6.02

“Event

of Default”

Section

6.01

“Excess

Proceeds”

Section

4.13(c)

“Final

Commencement Date”

Section

14.01

“IDC

Account”

Section

4.23(a)(5)

“Installment”

Section

14.01

“Legal

Defeasance”

Section

8.02

“Mandatory

Redemption Trigger”

Section

3.11(a)

“Noteholder

Direction”

Section

6.02

“Notes

Proceeds Account”

Section

4.23(a)(3)

“Pari

Passu Debt”

Section

4.13(b)(1)

“Payment

Default”

Section

6.01(4)(a)

“Position

Representation”

Section

6.02

“Project

Accounts”

Section

4.23(a)

“Restricted

Payments”

Section

4.05(a)

“Revenue

Account”

Section

4.23(a)(1)

“Successor

Issuer”

Section

5.01(a)(1)

“Successor

Subsidiary Guarantor”

Section

5.02(a)(1)

“Title

Insurer”

Section

12.10(a)(iii)

“Verification

Covenant”

Section

6.02

Section

1.03 Rules of Construction.

Unless

the context otherwise requires:

(1)

term has the meaning assigned to it;

(2)

accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)

“or”

is not exclusive;

(4)

words

in the singular include the plural, and in the plural include the singular;

(5)

“will”

shall be interpreted to express a command;

(6)

“including”

or “include” means including or include without limitation;

(7)

provisions

apply to successive events and transactions; and

(8)

references

to sections of or rules under the Securities Act will be deemed to include substitute, replacement or successor sections or rules

adopted by the SEC from time to time.

The

terms and provisions contained in this Indenture will apply to any Notes issued from time to time pursuant to this Indenture and any

Subsidiary Guarantees thereof, except as may be otherwise provided in a supplemental indenture with respect to such Notes.

Section 1.04 [Reserved].

ARTICLE

THE NOTES

Section 2.01 Form

and Dating.

(a) General.

The Notes shall be issued in registered global form (except as otherwise permitted herein with respect to Definitive Notes) without interest

coupons. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto.

The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer shall furnish any such

notations, legends or endorsements to the Trustee in writing. Each Note shall be dated the date of its authentication. The Notes shall

be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The

terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer,

the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions

and to be bound thereby.

(b) Global

Notes.

(1)

Notes

issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon

and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall

be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule

of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes

as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time

to time as reflected in the records of the Trustee and that the aggregate principal amount of outstanding Notes represented thereby

may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The Trustee’s records

shall be noted to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented

thereby, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(2)

Notes

sold to QIBs pursuant to Rule 144A under the Securities Act shall be issued initially in the form of one or more 144A Global Notes,

which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian for DTC and registered in

the name of Cede & Co., the nominee of DTC, duly executed by the Issuer and authenticated by the Trustee or the authenticating

agent as provided herein. The aggregate principal amount of the 144A Global Notes may from time to time be increased or decreased

by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers

of interests as hereinafter provided.

(3)

Notes

offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Temporary Global Notes,

which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian for DTC and registered in

the name of Cede & Co., the nominee of DTC, duly executed by the Issuer and authenticated by the Trustee or the authenticating

agent as provided herein. In no event shall any Issuer hold an interest in a Regulation S Temporary Global Note other than directly

or indirectly in or through accounts maintained at Euroclear or Clearstream as indirect participants in DTC. Prior to the termination

of the Distribution Compliance Period, an interest in a Regulation S Temporary Global Note may not be transferred to or for the account

or benefit of a “U.S. Person” (as defined in Rule 902(k) of Regulation S) (other than a “distributor” (as

defined in Rule 902(d) of Regulation S)).

(4)

Following

the termination of the Distribution Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged

for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the

authentication of such Regulation S Permanent Global Note, the Trustee shall, upon receipt of a Company Order, cancel the Regulation

S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Notes and the Regulation S Permanent

Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository

or its nominee, as the case may be, in connection with transfers of interests as hereinafter provided.

Provisions. Ownership of beneficial interests in the Global Notes shall be limited to persons that have accounts with DTC or persons

that may hold interests through such participants, including through Euroclear and Clearstream. Ownership of beneficial interests in

the Global Notes and transfers thereof shall be subject to restrictions on transfer and certification requirements as set forth herein.

Participants and Indirect Participants shall have no rights under this Indenture or any Global Note with respect to any Global Note held

on their behalf by the Depository or by the Trustee as custodian for the Depository, and the Depository shall be treated by the Issuer,

the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding

the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any

written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Participants

or Indirect Participants, the Applicable Procedures or the operation of customary practices of the Depository governing the exercise

of the rights of a holder of a beneficial interest in any Global Note.

(d) DTC,

Euroclear and Clearstream Procedures Applicable. Transfers of beneficial interests in the Global Notes between participants in DTC,

participants in Euroclear or participants in Clearstream shall be effected by DTC, Euroclear or Clearstream pursuant to customary procedures

and subject to the applicable rules and procedures established by DTC, Euroclear or Clearstream and their respective participants.

Section

2.02 Execution and Authentication.

(a) One

Officer must sign the Notes for the Issuer by manual, facsimile or PDF signature.

(b) If

an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be

valid.

Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the

Note has been authenticated under this Indenture. A Note shall be dated the date of its authentication.

(d) The

Trustee shall, upon receipt of a Company Order, authenticate Notes for original issue under this Indenture. The aggregate principal amount

of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuer pursuant

to one or more Company Orders, except as provided in Section 2.07 hereof.

(e) The

Trustee shall not be required to authenticate such Notes if the issue thereof will adversely affect the Trustee’s own rights, duties

or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

(f) The

Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate

Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such

agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Issuer or an Affiliate of the Issuer.

Section

2.03 Registrar and Paying Agent.

(a) The

Issuer will maintain a Registrar and a Paying Agent with respect to the Notes issued pursuant to this Indenture. The Registrar will keep

a register of the Holders and the Notes and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one

or more additional Paying Agents and may change any Paying Agent or Registrar without notice to any Holder. The Issuer will notify the

Trustee in writing of the name and address of any Agent not a party to this Indenture. The Issuer or any of the Issuer’s Subsidiaries

may act as Paying Agent or Registrar.

(b) The

Issuer initially appoints DTC to act as Depository with respect to the Global Notes.

Issuer initially appoints the Trustee to act as the Registrar and Paying Agent with respect to the Global Notes.

Section

2.04 Paying Agent to Hold Money in Trust.

The

Issuer will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent (i) will hold in trust for the

benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or interest on such Notes

and (ii) will notify the Trustee in writing of any default by the Issuer in making any such payment. While any such default continues,

the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent

to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary

of the Issuer) will have no further liability for the money. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it will

segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any Insolvency

or Liquidation Proceedings relating to the Issuer, the Trustee will serve as Paying Agent for the Notes. For the avoidance of doubt,

the Paying Agent shall be held harmless and have no liability with respect to payments or disbursements to be made by the Paying Agent

until the Paying Agent has confirmed receipt of funds sufficient to make such relevant payment.

Section

2.05 Holder Lists.

The

Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses

of all Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least seven Business Days before each

interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee

may reasonably require of the names and addresses of the Holders.

Section

2.06 Transfer and Exchange.

(a) Transfer

and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository,

by a nominee of the Depository to the Depository or to another nominee of the Depository, or by the Depository or any such nominee to

a successor Depository or a nominee of such successor Depository. The Issuer shall exchange Global Notes for Definitive Notes if at any

time:

(1)

the

Issuer delivers to the Trustee notice from the Depository that it is unwilling or unable to continue to act as Depository or that

it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depository is not appointed

by the Issuer within 90 days after the date of such notice from the Depository; or

(2)

upon

the written request of a Holder if a Default or Event of Default shall have occurred and be continuing with respect to the Notes.

Upon

the occurrence of any of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names and in any approved

denominations as the Depository shall instruct the Trustee.

no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (x) the expiration of

the Distribution Compliance Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B)

under the Securities Act.

Upon

the exchange of a Global Note for Definitive Notes, such Global Note shall, upon receipt of a Company Order, be cancelled by the Trustee.

Definitive Notes issued in exchange for a Global Note pursuant to this Section 2.06 shall be registered in such names and in such

authorized denominations as the Depository, pursuant to written instructions from its Participants or its Applicable Procedures, shall

instruct the Trustee in writing. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such

Definitive Notes are so registered or to the Depository.

Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests

in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) and (d) hereof.

(b) Transfer

and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall

be effected through the Depository, in accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of beneficial

interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as

well as one or more of the other following subparagraphs, as applicable:

(1)

Transfer

of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons

who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer

restrictions set forth in the Private Placement Legend;

provided,

however, that prior to the expiration of the Distribution Compliance Period, transfers of beneficial interests in the Regulation

S Temporary Global Note may not be made to or for the account or benefit of a “U.S. Person” (as defined in Rule 902(k) of

Regulation S) (other than a “distributor” (as defined in Rule 902(d) of Regulation S)). Beneficial interests in any Unrestricted

Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.

No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section

2.06(b)(1).

(2)

All

Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial

interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the

Registrar either:

(a)

both:

(i) a

written order from a Participant or an Indirect Participant given to the Depository in accordance with the Applicable Procedures directing

the Depository to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest

to be transferred or exchanged; and

(ii) instructions

given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such

increase; or

(b)

both:

(i) a

written order from a Participant or an Indirect Participant given to the Depository in accordance with the Applicable Procedures directing

the Depository to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged;

and

(ii) instructions

given by the Depository to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered

to effect the transfer or exchange referred to in (i) above; provided that in no event shall Definitive Notes be issued upon

the transfer or exchange of beneficial interests in a Regulation S Temporary Global Note prior to (x) the expiration of the Distribution

Compliance Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities

Act.

Upon

satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture

and the Notes or otherwise applicable under the Securities Act, and upon receipt of an Officer’s Certificate in form reasonably

satisfactory to the Trustee, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g)

hereof.

(3)

Transfer

of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred

to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies

with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(a)

the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver

a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(b)

the transferee will take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or the Regulation

S Permanent Global Note, as the case may be, then the transferor must deliver a certificate in the form of Exhibit B hereto,

including the certifications in item (2) thereof;

(4)

Transfer

and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial

interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global

Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if

the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and:

(a)

the

Registrar receives the following:

(i) if

the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest

in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in

item (1)(a) thereof; or

(ii) if

the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall

take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form

of Exhibit B hereto, including the certifications in item (4) thereof;

and,

in each such case set forth in this subparagraph (a), if the Registrar so requests or if the Applicable Procedures so require,

an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with

the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required

in order to maintain compliance with the Securities Act.

any such transfer is effected pursuant to subparagraph (a) above at a time when an Unrestricted Global Note has not yet been issued,

the Issuer shall issue and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate

one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests

transferred pursuant to subparagraph (a) above.

Beneficial

interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of,

a beneficial interest in a Restricted Global Note.

or Exchange of Beneficial Interests in Global Notes for Definitive Notes. Transfers or exchanges of beneficial interests in Global

Notes for Definitive Notes shall in each case be subject to the satisfaction of any applicable conditions set forth in Section 2.06(b)(2)

hereof, and to the requirements set forth below in this Section 2.06(c).

(1)

Beneficial

Interests in Restricted Global Notes to Restricted Definitive Notes. If any Holder of a beneficial interest in a Restricted Global

Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a

Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following

documentation:

(a)

the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted

Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(a)

thereof;

(b)

such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit

B hereto, including the certifications in item (1) thereof;

(c)

such beneficial interest is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule

904 of Regulation S, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(d)

such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in

accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item

(3)(a) thereof;

(e)

such beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in

Exhibit B hereto, including the certifications in item (3)(b) thereof;

(f)

such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act in compliance

with the prospectus delivery requirements of the Securities Act, a certificate to the effect set forth in Exhibit B hereto,

including the certifications in item (3)(c) thereof; or

(g)

such beneficial interest is being transferred to an Institutional Accredited Investor pursuant to an exemption from the registration

requirements of the Securities Act other than Rule 144A, Rule 144, or Rule 903 or Rule 904 of Regulation S, a certificate to the

effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d)

thereof, if applicable;

the

Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g)

hereof, and the Issuer shall execute and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee

shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any

Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall

be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall

instruct the Registrar through instructions from the Depository and the Participant or Indirect Participant. The Trustee shall deliver

such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial

interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be

subject to all restrictions on transfer contained therein.

(2)

Beneficial

Interests in Regulation S Temporary Global Notes to Definitive Notes. Notwithstanding Section 2.06(c)(1)(a) and (c),

a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person

who takes delivery thereof in the form of a Definitive Note prior to (x) the expiration of the Distribution Compliance Period and

(y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except

in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or

Rule 904.

(3)

Beneficial

Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Holder of a beneficial interest in a Restricted

Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to

a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(a)

the

Registrar receives the following:

(i) if

the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted

Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof;

(ii) if

the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall

take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B

hereto, including the certifications in item (4) thereof;

and,

in each such case set forth in this subparagraph (d), if the Registrar so requests or if the Applicable Procedures so require,

an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with

the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required

in order to maintain compliance with the Securities Act.

The

Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g)

hereof, and the Issuer shall execute and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee

shall authenticate and deliver to the Person designated in the Company Order a Definitive Note in the appropriate principal amount. Any

Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall

be registered in such name or names and in such authorized denomination or denominations as the Depository shall instruct, pursuant to

written instruction from its Participants or its Applicable Procedures. The Trustee shall deliver such Definitive Notes to, or as directed

by, the Persons in whose names such Definitive Notes are so registered.

(4)

Beneficial

Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any Holder of a beneficial interest in an Unrestricted

Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to

a Person who takes delivery thereof in the form of a Definitive Note, then the Trustee shall cause the aggregate principal amount

of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and,

upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the

Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange

for a beneficial interest pursuant to this Section 2.06(c)(4) shall be registered in such name or names and in such authorized

denomination or denominations as the Holder of such beneficial interest requests through instructions to the Registrar from or through

the Depository and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose

names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section

2.06(c)(4) will not bear the Private Placement Legend.

(d) Transfer

and Exchange of Definitive Notes for Beneficial Interests in Global Notes.

(1)

Restricted

Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to

exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person

who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar

of the following documentation:

(a)

the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note,

a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(b)

such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth

in Exhibit B hereto, including the certifications in item (1) thereof;

(c)

such Restricted Definitive Note is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 903

or Rule 904 of Regulation S, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item

(2) thereof;

(d)

such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities

Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in

item (3)(a) thereof;

(e)

such Restricted Definitive Note is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth

in Exhibit B hereto, including the certifications in item (3)(b) thereof;

(f)

such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act in compliance

with the prospectus delivery requirements of the Securities Act, a certificate to the effect set forth in Exhibit B hereto,

including the certifications in item (3)(c) thereof; or

(g)

such beneficial interest is being transferred to an Institutional Accredited Investor pursuant to an exemption from the registration

requirements of the Securities Act other than Rule 144A, Rule 144, or Rule 903 or Rule 904 of Regulation S, a certificate to the

effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d)

thereof, if applicable;

the

Trustee, upon receipt of a Company Order, shall cancel the Restricted Definitive Note, and increase or cause to be increased in a corresponding

amount pursuant to Section 2.06(g) the aggregate principal amount of, in the case of clause (a) above, the appropriate Restricted

Global Note, in the case of clause (b) above, a 144A Global Note, and, in the case of clause (c) above, a Regulation S Global Note.

(2)

Restricted

Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange

such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes

delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(a)

the

Registrar receives the following:

(i) if

the Holder of such Restricted Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note,

a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (3) thereof; or

(ii) if

the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form

of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including

the certifications in item (4) thereof;

and,

in each such case set forth in this subparagraph (a), if the Registrar so requests or if the Applicable Procedures so require,

an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with

the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required

in order to maintain compliance with the Securities Act.

Upon

satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee, upon receipt of a Company

Order, will cancel the Restricted Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted

Global Note.

(3)

Unrestricted

Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange

such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery

thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange

or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate

principal amount of one of the Unrestricted Global Notes.

(4)

Unrestricted

Definitive Notes to Beneficial Interests in Restricted Global Notes Prohibited. An Unrestricted Definitive Note may not be exchanged

for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.

any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(a) or

(3) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer will issue and, upon receipt of a Company

Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate

principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer

and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance

with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior

to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly

endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by

its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and

information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1)

Restricted

Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name

of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(a)

the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto,

including the certifications in item (1) thereof;

(b)

the transfer will be made pursuant to Rule 903 or Rule 904 of Regulation S, then the transferor must deliver a certificate in the

form of Exhibit B hereto, including the certifications in item (2) thereof; and

(c)

the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor

must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel

required by item (3) thereof, if applicable.

(2)

Restricted

Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for

an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive

Note if:

(a)

the

Registrar receives the following:

(i) if

the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from

such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(ii) if

the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form

of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications

in item (4) thereof;

and,

in each such case set forth in this subparagraph (a), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable

to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer

contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon

satisfaction of the conditions of any of the clauses of this Section 2.06(e), the Trustee shall, upon receipt of a Company Order,

cancel the prior Restricted Definitive Note and the Issuer will execute, and upon receipt of a Company Order in accordance with Section

2.02, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate aggregate principal amount to

the Person designated by the Holder of such prior Restricted Definitive Note in written instructions delivered to the Registrar by such

Holder.

(f) Unrestricted

Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person

who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the

Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(g) Legends.

The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically

stated otherwise in the applicable provisions of this Indenture.

(1)

Private

Placement Legend.

(a)

Except

as permitted by subparagraph (b) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor

or substitution thereof) shall bear the legend in substantially the following form:

“THIS

NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND, ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT

OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,

THE HOLDER: (1) REPRESENTS THAT IT IS NOT AN “AFFILIATE” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE ISSUER

AND (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”),

OR (B) IT IS NOT A U.S. PERSON AND HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES

ACT; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN EXCEPT (A) TO THE ISSUER OR

ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT

OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS

OF RULE 903 OR 904 OF REGULATION S OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES

ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF

COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER AND THE TRUSTEE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE,

IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; (3) AGREES

THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS

LEGEND; AND (4) AGREES THAT ANY SECURITY THAT IS OWNED BY AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE ISSUER

MAY NOT BE RESOLD OR TRANSFERRED BY SUCH AFFILIATE OTHER THAN TO THE ISSUER OR A SUBSIDIARY THEREOF OR PURSUANT TO (A) A REGISTRATION

STATEMENT UNDER THE SECURITIES ACT, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT OR (C) ANOTHER

EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (IF AVAILABLE) IN A TRANSACTION THAT RESULTS IN SUCH SECURITY NO LONGER

BEING A RESTRICTED SECURITY (AS DEFINED UNDER RULE 144). IN THE EVENT ANY SUCH PERSONS BENEFICIALLY OWN AN INTEREST IN THE SECURITY PRIOR

TO THE TIME THE ISSUER REMOVES THE RESTRICTIVE LEGEND ON THE SECURITY, THE ISSUER MAY REQUIRE THAT SUCH PERSONS HOLD THEIR INTERESTS

IN THE SECURITY IN CERTIFICATED FORM BEARING AN APPROPRIATE RESTRICTIVE LEGEND AND A RESTRICTED CUSIP NUMBER. AS USED HEREIN, THE TERMS

“OFFSHORE TRANSACTIONS” AND “UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER

THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION

OF THE FOREGOING.”

(b)

Notwithstanding

the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2),

(d)(3) or (e)(2) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will

not bear the Private Placement Legend.

(2)

Global

Note Legend. Each Global Note will bear a legend in substantially the following form:

“THIS

GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF

THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH

NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.01 AND Section 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY

BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO Section 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE

TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR

DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE

FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY

TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE

OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A

NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,

AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE

OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY

TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,

CEDE & CO., HAS AN INTEREST HEREIN.”

(3)

Regulation

S Temporary Global Note Legend. Each Regulation S Temporary Global Note will bear a legend in substantially the following form:

“THIS

GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR

ANY INTEREST HEREIN MAY BE OFFERED, SOLD, DELIVERED OR EXCHANGED FOR AN INTEREST IN A PERMANENT GLOBAL NOTE OR OTHER NOTE EXCEPT UPON

DELIVERY OF THE CERTIFICATIONS SPECIFIED IN THE INDENTURE.”

(h) Cancellation

and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive

Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be

returned to or retained and canceled by the Trustee in accordance with Section 2.12 of this Indenture. At any time prior to such

cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof

in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such

Global Note will be reduced accordingly and a notation will be made on the records maintained by the Trustee or by the Depository at

the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to

a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased

accordingly and a notation will be made on the records maintained by the Trustee or by the Depository at the direction of the Trustee

to reflect such increase.

(i) General

Provisions Relating to Transfers and Exchanges.

(1)

permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive

Notes upon receipt of a Company Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2)

service charge shall be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or

exchange, but the Issuer and the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental

charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or

transfer pursuant to Section 3.06, Section 4.11, and Section 9.04 hereof and Section 2.11 of this Indenture).

(3)

The

Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except

the unredeemed portion of any Note being redeemed in part.

(4)

All

Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall

be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the

Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5)

Neither

the Registrar nor the Issuer shall be required:

(a)

issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the

day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(b)

register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any

Note being redeemed in part; or

(c)

(6)

Prior

to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person

in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and

interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to

the contrary.

(7)

The

Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(8)

All

orders, certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section

2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

(9)

Notwithstanding

anything herein to the contrary, neither the Trustee nor the Registrar shall be responsible for ascertaining whether any transfer

or exchange complies with the registration provisions of or exemptions from the Securities Act or applicable state securities laws.

(10)

None

of the Trustee, Agent, the Issuer or the Subsidiary Guarantors shall have any responsibility or obligation to any Beneficial Owner

of an interest in a Global Note, any agent member or other member of, or a participant in, DTC or other person with respect to the

accuracy of the records of DTC or any nominee or participant or member thereof, with respect to any ownership interest in the Notes

or with respect to the delivery to any agent member or other participant, member, Beneficial Owner or other person (other than DTC)

of any notice or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such

Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall

be given or made only to or upon the order of the Holders (which shall be DTC or its nominee in the case of a Global Note). The rights

of beneficial owners in any Global Note shall be exercised only through DTC, subject to its applicable rules and procedures. The

Trustee, Agents, the Issuer and the Subsidiary Guarantors may rely and shall be fully protected in relying upon information furnished

by DTC with respect to its agent members and other members, participants and any beneficial owners.

Section

2.07 Additional Notes.

(a) The

aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or

more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of

Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are

substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth

in a supplemental indenture or Officer’s Certificate:

(1)

the

aggregate principal amount of such Additional Notes;

(2)

the

date or dates on which such Additional Notes will be issued;

(3)

the

price at which the Additional Notes will be issued;

(4)

the

first interest payment date and the first date from which interest will accrue on the Additional Notes;

(5)

the

date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional

Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account

into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing

or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”);

(6)

[reserved];

and

(7)

the

ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing

systems.

(b) Any

Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional

Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which

any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such

Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial

Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this

Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Section 2.08 Replacement

Notes.

(a) If

any mutilated Note is surrendered to the Trustee or the Issuer and the Trustee receives evidence to its satisfaction of the destruction,

loss or theft of any Note, the Issuer will issue and the Trustee, upon receipt of a Company Order, will authenticate a replacement Note

if the Trustee’s requirements are met. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the

Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may

suffer if a Note is replaced. The Issuer may charge for its expenses in replacing a Note.

(b) Every

replacement Note is an additional obligation of the Issuer and will be entitled to all of the benefits of this Indenture equally and

proportionately with all other Notes duly issued hereunder.

Section 2.09 Outstanding

Notes.

(a) The

Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for

cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof or any

applicable supplemental indenture, and those described in this Section 2.09 as not outstanding. Except as set forth in Section

2.10 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

(b) If

a Note is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory

to it that the replaced Note is held by a protected purchaser.

the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it

ceases to accrue.

(d) If

the Paying Agent (other than the Issuer, a Subsidiary of the Issuer or an Affiliate of any thereof) holds, on a redemption date or maturity

date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding

and will cease to accrue interest.

Section 2.10 Treasury

Notes.

determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent pursuant

to the Notes Documents, Notes owned by the Issuer or any Subsidiary Guarantor, or by any Person directly or indirectly controlling or

controlled by or under direct or indirect common control with the Issuer or any Subsidiary Guarantor, will be considered as though not

outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver

or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned will be so disregarded.

Section 2.11 Temporary

Notes.

(a) Until

certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of a Company Order, will

authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the

Issuer considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the

Issuer will prepare and the Trustee will authenticate Definitive Notes in exchange for temporary Notes.

(b) Holders

of temporary Notes will be entitled to all of the benefits of this Indenture as the Definitive Notes.

Section

2.12 Cancellation.

The

Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any

Notes surrendered to them for registration of transfer, exchange or payment. Upon receipt of a Company Order, the Trustee and no one

else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose

of such canceled Notes in its customary manner. Certification of the disposition of all canceled Notes will be delivered to the Issuer

at the Issuer’s written request. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered

to the Trustee for cancellation.

Section

2.13 CUSIP / ISIN Numbers.

The

Issuer in issuing the Notes may use “CUSIP” or “ISIN” numbers (if then generally in use), and, if so, the Trustee

shall use “CUSIP” or “ISIN” numbers in notices of redemption as a convenience to Holders; provided that

any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained

in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any

such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee in writing

of any change in the “CUSIP” or “ISIN” numbers.

Article

REDEMPTION AND PREPAYMENT

Section

3.01 Notices to Trustee.

The

Issuer may, with respect to the Notes, reserve the right to redeem and pay the Notes or may covenant to redeem and pay the Notes or any

part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Notes. If a Note is redeemable

and the Issuer elects or is obligated to redeem such Notes pursuant to the provisions of such Notes, it must furnish to the Trustee,

at least five Business Days prior to the date of the notice of redemption pursuant to Section 3.03, unless a shorter period is

acceptable to the Trustee, an Officer’s Certificate setting forth:

(1)

the

clause of the Notes pursuant to which the redemption shall occur;

(2)

the

redemption date;

(3)

the

principal amount of the Notes to be redeemed;

(4)

the

redemption price; and

(5)

the

applicable CUSIP numbers, if any.

Section

3.02 Selection of Notes to Be Redeemed.

less than all of the Notes are to be redeemed at any time (including pursuant to Section 3.11), the Notes to be redeemed will

be selected on a pro rata basis or by lot or such other similar method in accordance with the Applicable Procedures, unless otherwise

required by law or applicable stock exchange requirements. No Notes of $2,000 or less shall be redeemed in part.

any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal

amount of that Note that is to be redeemed. In the case of certificated notes, a new Note in principal amount equal to the unredeemed

portion of the original Note shall be issued in the name of the Holder upon cancellation of the original Note.

Section

3.03 Notice of Redemption.

Notices

of redemption shall be mailed by first class mail or delivered electronically at least 10 but not more than 60 days before the redemption

date to each Holder of Notes to be redeemed, except that redemption notices may be mailed or delivered electronically more than 60 days

prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this

Indenture.

Notice

of any redemption of the Notes may, at the Issuer’s option, be given prior to the consummation of a transaction or event (including

an Equity Offering, an incurrence of Debt, a Change of Control or other transaction or event), and any such redemption may, at the Issuer’s

option, be subject to the satisfaction of one or more conditions precedent (including the consummation of an Equity Offering, an incurrence

of Debt, a Change of Control or other transaction or event). If such redemption is subject to the satisfaction of one or more conditions

precedent, such notice shall state that, at the Issuer’s option, the redemption date may be delayed until such time (including

more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all

such conditions shall be satisfied (or waived by the Issuer in its sole discretion), such redemption may not occur and such notice may

be rescinded in the event that any or all of such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion)

by the redemption date, or by the redemption date so delayed. Upon receipt of such notice, unless the Issuer has elected to delay, the

notice of redemption shall be rescinded and the redemption of the Notes shall not occur. If requested by the Issuer, upon receipt of

the rescission notice, the Trustee shall provide such notice to each Holder in the same manner in which the notice of redemption was

given if such notice was delivered by the Trustee. In addition, the Issuer may provide in such notice that payment of the redemption

price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person.

Subject

to the preceding paragraph, the Notes called for redemption become due on the date fixed for redemption. Unless the Issuer defaults in

the payment of the redemption price, on and after the redemption date, interest ceases to accrue on Notes or portions of them called

for redemption.

Upon

any redemption that requires the payment of the Applicable Premium (including, without limitation, in connection with the Issuer’s

exercise of its Legal Defeasance option or Covenant Defeasance option as set forth in Article 8 or the discharge of the Issuer’s

obligations under this Indenture in accordance with Article 10), the amount deposited with the Trustee shall be sufficient

for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated

as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable

Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium

Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable

Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption.

Section

3.04 Effect of Notice of Redemption.

Once

notice of redemption is mailed or delivered electronically in accordance with Section 3.03 hereof, Notes called for redemption

become, subject to any conditions precedent set forth in the notice of redemption, irrevocably due and payable on the redemption date

at the redemption price.

Section

3.05 Deposit of Redemption Price.

One

Business Day prior to the redemption date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay

the redemption price of, accrued interest to but excluding the redemption date, and premium, if any, on all Notes to be redeemed on that

date. Promptly after the Issuer’s written request, the Trustee or the Paying Agent shall promptly return to the Issuer any money

deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, accrued

interest, and premium, if any, on, all Notes to be redeemed.

the Issuer complies with the provisions of the preceding paragraph, on and after the redemption date, interest will cease to accrue on

the Notes or the portions of Notes called for redemption.

a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid

interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note

called for redemption is not so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding

paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful

on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section

3.06 Notes Redeemed in Part.

Upon

surrender of a Note that is redeemed in part, the Issuer shall issue and, upon receipt of a Company Order, the Trustee shall authenticate

for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

Section

3.07 Calculation of Redemption Price.

The

Trustee shall have no obligation to calculate the redemption price of any Note.

Section

3.08 [Reserved].

Section

3.09 Mandatory Redemption; Open Market Purchases.

(a)

The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes, except in accordance

with Section 3.11.

(b)

The Issuer or its affiliates (including members of management) may from time to time acquire Notes by means other than a redemption,

whether by tender offer, open market purchases, negotiated transactions or otherwise and the aggregate principal amount of any Notes

so acquired shall be applied to reduce on a dollar-for-dollar basis the Installments of the Notes payable pursuant to the provisions

described under Article 14 in direct order of Payment Date.

Section

3.10 [Reserved].

Section

3.11 Datacenter Lease Termination Fee Mandatory Redemption.

(a)

To the extent payable pursuant to any Datacenter Lease, the Issuer will cause CoreWeave or the applicable Qualifying Tenant to pay the

applicable Datacenter Lease Termination Fee to the Designated Account. Upon receipt by the Issuer of any Datacenter Lease Termination

Fee pursuant to any Datacenter Lease, the Issuer will be required to apply 100% of the proceeds of such Datacenter Lease Termination

Fee to redeem Notes for cash at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest to

but excluding the date of redemption and in accordance with the procedures set forth in this Indenture (a “Datacenter Lease

Termination Fee Mandatory Redemption”). Notwithstanding the foregoing, (a) the Issuer may defer its obligation to make a Datacenter

Lease Termination Fee Mandatory Redemption until the first to occur of (x) the expiration of the Datacenter Lease EoD Period and (y)

the occurrence of an Event of Default pursuant to Section 6.01(11) (such earlier date, the “Mandatory Redemption Trigger”),

so long as the Datacenter Lease Termination Fee has been deposited into the Designated Account and is used for no other purpose than

the Datacenter Lease Termination Fee Mandatory Redemption unless and until the Issuer no longer has any obligation to make a Datacenter

Lease Termination Fee Mandatory Redemption pursuant to the following clause (b) of this paragraph, and (b) the Issuer shall no longer

have an obligation to make a Datacenter Lease Termination Fee Mandatory Redemption in respect of the applicable Datacenter Lease Termination

Fee if a Qualifying Tenant has assumed or entered into a new Datacenter Lease prior to the expiration of the Datacenter Lease EoD Period

as contemplated by Section 6.01(11).

(b)

In the event that the Issuer becomes obligated to redeem the Notes as a result of the occurrence of a Mandatory Redemption Trigger, the

Issuer will promptly, and in any event not more than ten Business Days after the date of such Mandatory Redemption Trigger, deliver notice

to the Trustee of the Datacenter Lease Termination Fee Mandatory Redemption and the date upon which the Notes will be redeemed (which

date shall be no earlier than the third Business Day or later than the twentieth Business Day following the date of such notice) together

with a notice of Datacenter Lease Termination Fee Mandatory Redemption and written instructions to the Trustee instructing the Trustee

to deliver such notice to each registered Holder of Notes (which instructions must be delivered to the Trustee at least five Business

Days prior to the date such notice of redemption is to be sent or such shorter period as may be acceptable to the Trustee in its sole

discretion). The Trustee will then promptly mail, or deliver electronically if such Notes are held by any depositary (including DTC)

in accordance with such depositary’s customary procedures, such notice of Datacenter Lease Termination Fee Mandatory Redemption

to each registered Holder of Notes to be redeemed. The Notes to be redeemed pursuant to a Datacenter Lease Termination Fee Mandatory

Redemption, to the extent constituting less than all of the Notes, will be selected on a pro rata basis or by lot or such other

similar method in accordance with the procedures of DTC, unless otherwise required by law or applicable stock exchange requirements.

Article

COVENANTS

Section

4.01 Payment of Notes.

The

Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided

in this Indenture and the Notes. Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent,

if other than the Issuer or a Subsidiary thereof, holds as of 11:00 a.m. New York City time on the due date money deposited by the

Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

Section

4.02 Maintenance of Office or Agency.

(a)

The Issuer shall, for the benefit of Holders, maintain an office or agency (which may be an office of the Trustee or an Affiliate of

the Trustee or Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to

or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee

of the location, and any change in the location, of such office or agency. If at any time the Issuer fails to maintain any such required

office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be

made or served at the Corporate Trust Office of the Trustee.

(b)

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered

for any or all such purposes and may from time to time rescind such designations. The Issuer shall give prompt written notice to the

Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c)

The Issuer hereby designates the Corporate Trust Office of the Trustee for such Notes as one such office or agency of the Issuer in accordance

with Section 2.03 hereof; provided, however, the Trustee shall not be deemed an agent of the Issuer for the

service of legal process.

Section

4.03 Compliance Certificate.

(a)

The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year, commencing with the fiscal year ending December 31,

2026, an Officer’s Certificate stating that a review of the activities of the Issuer and the Company Parties during the preceding

fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer has kept, observed,

performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that

to the best of his or her knowledge the Issuer is not in default in the performance or observance of any of the terms, provisions and

conditions of this Indenture, which default is continuing as of the date of such Officer’s Certificate (or, if a Default or Event

of Default has occurred and is continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and

what action the Issuer is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has

occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited

or if such event has occurred, a description of the event and what action the Issuer is taking or proposes to take with respect thereto.

(b)

So long as any of the Notes are outstanding, the Issuer shall deliver to the Trustee, within 30 calendar days upon the Issuer becoming

aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action

the Issuer is taking or proposes to take with respect thereto; provided that no such notice shall be required if such Default

or Event of Default has been cured prior to the expiration of such 30 calendar day period.

Section

4.04 Limitation on Debt.

(a)

The Issuer shall not, nor shall it permit any other Company Party to, create, incur, assume or permit to exist any Debt, except (without

duplication):

(1)

(a)

solely following the occurrence of the Final Commencement Date, Debt of the Company Parties under Credit Facilities (which may include

Additional Notes) in an aggregate principal amount at any time outstanding pursuant to this clause (a) not to exceed 50.0% of Net

Operating Income for the most recently ended four full fiscal quarters for which financial statements have been delivered or deemed

delivered to the Trustee; provided that (A) in the case of any Debt incurred pursuant to this clause (1) that is secured by

Liens on the Collateral on a pari passu basis with the Notes, such Debt shall not (i) have an earlier maturity date or a shorter

weighted average life to maturity than the maturity date applicable to the Notes or (ii) have any obligors or collateral that are

not also obligors or Collateral for the Notes, and (B) in the case of any other Debt incurred pursuant to this clause (1), such Debt

is unsecured or secured by the Collateral on a junior lien basis relative to the Notes, and (b) any Refinancing thereof;

(2)

(x)

Debt represented by the Notes (other than any Additional Notes) and any Subsidiary Guarantee thereof and (y) Debt of the

Company Parties existing on the Issue Date (other than Debt pursuant to clause (2)(x) of this Section

4.04(a));

(3)

Debt

in an aggregate amount not to exceed, when taken together with all Restricted Payments made in reliance on Section 4.05(b)(9), the

Available Retained Excess Cash Flow Amount;

(4)

Debt

among the Company Parties;

(5)

Debt

in respect of repurchase agreements constituting Cash Equivalents;

(6)

Debt

in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

(7)

Debt

of the Company Parties secured by Liens permitted by clause (m) of the definition of “Permitted Liens” not to exceed

in the aggregate, when taken together with any outstanding Debt permitted to be incurred pursuant to Section 4.04(a)(12)(i),

$20.0 million at any time outstanding; provided, that any such Debt shall be secured only by the Property acquired in connection

with the incurrence of such Debt;

(8)

other

Debt of the Company Parties in an aggregate principal amount not to exceed $10.0 million at any one time outstanding;

(9)

the extent constituting Debt, contingent obligations of the Company Parties under or in respect of performance bonds, bid bonds,

appeal bonds, surety bonds, financial assurances and completion guarantees, indemnification obligations, obligations to pay insurance

premiums, take or pay obligations and similar obligations in each case incurred in the ordinary course of business and not in connection

with debt for borrowed money;

(10)

the extent constituting Debt, Debt of the Company Parties arising from the honoring by a bank or other financial institution of a

check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services

in the ordinary course of business; provided, that such Debt is extinguished within 10 Business Days of its incurrence;

(11)

Additional

Project Debt of the Company Parties, so long as the Additional Project Debt Conditions are satisfied with respect thereto on or prior

to the date of incurrence of such Additional Project Debt;

(12)

(i)

Finance Lease Obligations of the Company Parties not to exceed, when taken together with any outstanding Debt permitted to be incurred

pursuant to Section 4.04(a)(7), an aggregate principal amount of $20.0 million at any time outstanding; provided,

that any such Debt shall be secured only by the Property subject to such Finance Lease Obligations (it being understood that individual

financings provided by any lender may be cross-collateralized to other financings of such type provided by such lender or its Affiliates)

and (ii) Finance Lease Obligations of the Company Parties in respect of equipment leases entered into in the ordinary course

of business;

(13)

trade

payables incurred in the ordinary course of business (but not for borrowed money) and (A) not more than ninety (90) days past

due or (B) being contested in good faith by appropriate proceedings;

(14)

the extent constituting Debt, financing of insurance premiums;

(15)

contingent

obligations resulting from indemnities provided under (i) the Transaction Documents and indemnities provided in the ordinary course

under other Project Documents and (ii) any Additional Transaction Documents and indemnities provided in the ordinary course under

other Notes Documents.

Section

4.15 Limitation on Further Negative Pledges.

(a)

Each Company Party shall not, except as could not reasonably be expected to have a Material Adverse Effect, enter into, incur or permit

to exist any agreement restricting, prohibiting or imposing any condition upon the ability of any Company Party to create, incur or permit

to exist any Lien upon any of its property or assets in favor of the Collateral Agent (or its agent or designee) for the benefit of the

Notes Secured Parties securing any of the Notes Obligations; provided that:

(1)

the

foregoing shall not apply to restrictions and conditions imposed by law, rule, regulation or order or by any restrictions and conditions

contained in any Notes Document or the Project Documents or any Additional Project Documents;

(2)

the

foregoing shall not apply to customary restrictions and conditions contained in agreements relating to Debt not prohibited by Section

4.04;

(3)

the

foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any sale, lease, sale and

leaseback, assignment, conveyance, exclusive license (as licensor), transfer or other dispositions not prohibited by Article 5

or Section 4.13 pending such dispositions;

(4)

the

foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment, subletting or other transfer

thereof (including the granting of any Lien);

(5)

the

foregoing shall not apply to restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions

in leases and other agreements entered into in the ordinary course of business;

(6)

the

foregoing shall not apply if such restrictions and conditions were binding on a Company Party or its assets at the time such Company

Party first becomes a Company Party or such assets were first acquired by such Company Party (other than a Company Party that was

a Company Party on the Issue Date or assets owned by any Company Party on the Issue Date), so long as such obligations were not entered

into in contemplation of such Person becoming a Company Party or assets being acquired;

(7)

the

foregoing shall not apply to customary provisions in partnership agreements, limited liability company governance documents, joint

venture agreements and other similar agreements that restrict the transfer of assets of, or ownership interests in, the relevant

partnership, limited liability company, Joint Venture or similar Person;

(8)

the

foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Debt permitted by this Indenture

if such restrictions or conditions apply only to the property or assets securing such Debt or the Persons obligated thereon;

(9)

the

foregoing shall not apply to customary restrictions that arise in connection with any Lien not prohibited by Section 4.06

on any asset or property that is not, and is not required to be, Collateral that relates to the asset or property subject to such

Lien;

(10)

the

foregoing shall not apply to Excess Property that has been released from the Collateral in accordance with the Indenture and the

Collateral Documents;

(11)

the

foregoing shall not apply to any restrictions and conditions imposed pursuant to, or in connection with, any Shared Facilities Agreements;

and

(12)

the

foregoing shall not apply to any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase,

supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (1) through

(11) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement

or refinancing is, in the good faith judgment of the Issuer, no more restrictive with respect to such restrictions taken as a whole

than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement

or refinancing.

Section

4.16 Sales and Leasebacks.

Company Party shall, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety, with respect to any

lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which any Company Party (i) has

sold or transferred or is to sell or to transfer to any other Person (except with respect to any disposition permitted pursuant to Article 5

or Section 4.13), and (ii) intends to use for substantially the same purpose as any other property which has been or is to

be sold or transferred by such Company Party to any Person in connection with such lease.

This

Section 4.16 does not apply to any Shared Facilities Arrangement effected pursuant to and subject to a Shared Facilities Agreement.

Section

4.17 Partnerships, Formation of Subsidiaries, Future Subsidiary Guarantors.

Company Party shall, after the Issue Date, (i) become a general partner in any general or limited partnership or Joint Venture, (ii)

acquire any Subsidiary or (iii) organize any Subsidiary, in each case other than (x) in connection with an Additional Project (including

any reorganizations or restructuring transactions entered into in connection therewith), subject to the satisfaction of the Additional

Project Debt Conditions in connection with any Additional Project with respect to which there is associated Additional Project Debt or

(y) in connection with a transfer of assets to such Subsidiary. Upon formation of any new Subsidiary of the Issuer in connection with

any such Additional Project or in connection with a transfer of assets to such Subsidiary, the Issuer shall cause such Subsidiary to

(x) execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee the

Notes Obligations and this Indenture on the terms set forth herein, (y) enter into such security documents as may be necessary or advisable

(as determined by the Issuer) to pledge such Subsidiary’s assets as Collateral, and (z) cause an opinion of counsel (which may

contain assumptions as to due authorization, execution and delivery and contain customary exceptions) to be executed and delivered to

the Trustee that such supplemental indenture constitutes a legal, valid, binding and enforceable obligation of such Subsidiary. Thereafter,

such Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture until released from its Subsidiary Guarantee in accordance

with the provisions of this Indenture.

Section

4.18 Transactions with Affiliates.

From

and after the Issue Date, no Company Party shall make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties

or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding,

loan, advance or guarantee with any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving

aggregate payments or consideration in excess of (at the time of the relevant transaction) $15.0 million, unless such Affiliate

Transaction is on terms, taken as a whole, that are not materially less favorable to the relevant Company Party than those that would

have been obtained in a comparable transaction by such Company Party with an unrelated Person on an arm’s-length basis, or such

Affiliate Transaction is otherwise fair to such Company Party from a financial point of view and when such transaction is taken in its

entirety.

The

foregoing provisions shall not apply to the following:

(1)

reasonable

fees and compensation paid to and indemnities provided for or on behalf of all officers, directors, members of management, managers,

employees, members, partners, consultants or independent contractors of any Company Party, as well as compensation to Affiliates

in connection with financial advisory, consulting, financing, underwriting or placement services or in respect of other investment

banking activities and other transaction fees, including in connection with any acquisitions or divestitures, in each case as determined

in good faith by such Company Party’s board of directors or senior management;

(2)

Restricted

Payments, Permitted Investments and any other transaction or arrangement made in accordance with the terms of this Indenture;

(3)

payments

by any Subsidiary Guarantor to reimburse the Issuer or any of its Affiliates for their reasonable out-of-pocket expenses, and to

indemnify them, pursuant to the terms of their respective Organizational Documents;

(4)

the

Transaction Documents as in effect on the Issue Date entered into by any Company Party with any or more of its Affiliates and the

transactions expressly contemplated thereby, and any Replacement Project Contracts in respect thereof (provided that such

Replacement Project Contracts are not materially less favorable to the Company Parties than the Project Documents they replace as

determined by the Issuer in good faith), and any Additional Transaction Documents;

(5)

sales

or issuances of Capital Stock to Affiliates of the Issuer not prohibited by this Indenture or the other Notes Documents;

(6)

transactions

with customers, clients, franchisees, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating

to the purchase or sale of goods or services, in each case, in the ordinary course of business and otherwise in compliance with the

terms of this Indenture, which are fair to the Company Parties (as determined in good faith by the Issuer), or are on terms at least

as favorable, in all material respects, as might reasonably have been obtained at such time from an unaffiliated party;

(7)

the

entering into of any Tax sharing agreement or arrangement (or any payments made thereunder) to the extent payments under such agreement

or arrangement would otherwise be permitted pursuant to Section 4.05(b)(1);

(8)

any

contribution to the capital of the Company Parties;

(9)

any

subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar

rights with current or former officers, directors, members of management, managers, employees, members, partners, consultants or

independent contractors;

(10)

transactions

and contracts in existence on the Issue Date and any amendment, modification, extension or replacement thereof to the extent such

amendment, modification, extension or replacement, taken as a whole, is not materially adverse to the Holders than the relevant transaction

in existence on the Issue Date, in each case as determined in the good faith judgment of the Issuer;

(11)

the

payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors,

officers, employees, members of management, managers, members, partners, consultants and independent contractors of the Company Parties;

(12)

any

transaction between or among the Company Parties and/or one or more Joint Ventures with respect to which any of the Company Party

holds Equity Interests (or any entity that becomes a Company Party or a Joint Venture, as applicable, as a result of such transaction)

to the extent not prohibited by this Indenture;

(13)

any

transaction in which a Company Party delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction

is fair to the relevant Company Party from a financial point of view or stating that the terms are not materially less favorable,

when taken as a whole, to the Company Parties than those that would have been obtained in a comparable transaction by the Company

Party with an unrelated Person on an arm’s length basis;

(14)

Affiliate

purchases of the Notes to the extent permitted under this Indenture, and the payments and other related transactions in respect thereof

(including any payment of out-of-pocket expenses incurred by such Affiliate in connection therewith);

(15)

any

sale, lease, sale and leaseback, assignment, conveyance, license, transfer or other disposition, and any other agreement, contract

or transaction, in each case in connection with any Shared Facilities Arrangement that is effected pursuant to and subject to a Shared

Facilities Agreement;

(16)

any

lease entered into between any Company Party, on the one hand, and any Affiliate of the Issuer, on the other hand, which is approved

by the Board of Directors of the Issuer or is entered into in the ordinary course of business;

(17)

transactions

between any Company Party and any other Person that would constitute an Affiliate solely because a director of such other Person

is also a director of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer

on any matter including such other Person;

(18)

any

transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of

the disposition of assets or Equity Interests in any Subsidiary Guarantor not in violation of Section 4.13 or through the

ordinary course of business, in each case, that the Board of Directors of the Issuer determines is either fair to the Issuer or otherwise

on customary terms for such type of arrangements in connection with similar transactions;

(19)

any

payments by the Company Parties pursuant to tax sharing or similar agreements among the Issuer and its Subsidiaries on customary

terms; provided that such payments shall not exceed the excess (if any) of the amount of Taxes that the relevant Company Parties

would have paid on a stand-alone basis over the amount of such Taxes actually paid by the relevant Company Parties directly to governmental

authorities;

(20)

payments

to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business, consistent with past practice

or consistent with industry norm (including any cash management activities related thereto);

(21)

transactions

undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer in an Officer’s Certificate)

for the purposes of improving the consolidated tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing

any covenant set forth in this Indenture;

(22)

transactions

and contracts entered into in connection with the issuance of the Notes or any Additional Project Debt, and, in each case, any amendment,

modification, extension or replacement thereof not prohibited by this Indenture;

(23)

any

transaction in connection with the release of any property from the Collateral permitted by this Indenture and other Notes Documents;

and

(24)

transactions

and contracts entered into in connection with the Corporate Services Agreement and any related documents contemplated or necessitated

thereunder;

(25)

any

sale, lease, sale and leaseback, assignment, conveyance, license, transfer or other disposition or contract in respect of Excess

Property; and

(26)

any

contribution by Parent or any Affiliate of the Company Parties of unencumbered assets or properties to the Company Parties, whether

for the purpose of assisting in the construction, development, operation, or maintenance of the Project or otherwise, together with

any related transfer documentation or agreements executed in connection with such contribution.

Section

4.19 Special Purpose Entity.

The

Issuer and the Subsidiary Guarantors shall not:

(1)

engage

in any business or activity other than (i) the development and operation of the Project and any Additional Projects, (ii) the transfer

and pledge of Collateral pursuant to the terms of the Collateral Documents and the transfer and pledge of any collateral pursuant

to the terms of the collateral documents relating to any Additional Project Debt, (iii) the entry into and the performance under

the Transaction Documents to which it is a party and any Additional Transaction Documents to which it is a party, including, in each

case, any customary agreements relating to the financing of the Project or any Additional Projects, (iv) the assignment, transfer,

subdivision, conveyance, leasing, licensing, encumbering or otherwise utilization, commercialization, exploitation or disposition

in any way, from time to time, of all or any portion of the Excess Property in the Issuer’s sole discretion, so long as such

assignment, transfer, subdivision, conveyance, leasing, licensing, encumbering or other utilization, commercialization, exploitation,

or disposition would not reasonably be expected to materially and adversely affect the Company Parties’ ability to perform

their obligations under the Datacenter Lease (as determined by the Issuer in its good faith), (v) the entry into and performance

of any Shared Facilities Agreement, and any other agreement, contract or transaction in connection with any Shared Facilities Arrangement

that is effected pursuant to and subject to a Shared Facilities Agreement, and (vi) such other activities as are incidental thereto;

(2)

acquire

or own any material assets other than (i) the Project, any Additional Projects, any Shared Facilities, and any Excess Property, (ii)

any incidental property as may be necessary or desirable for the development and operation of the Project, any Additional Projects

and any Shared Facilities, (iii) the Equity Interests of the Company Parties or any other Subsidiary permitted pursuant to Section

4.19(4) below, (iv) rights under the Transaction Documents, any Additional Transaction Documents and the Datacenter Leases and

(v) Cash, Cash Equivalents and deposit and securities accounts;

(3)

except

as permitted by this Indenture (i) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part,

transfer or otherwise dispose of all or substantially all of its assets, or (ii) change its legal structure, or jurisdiction of incorporation;

(4)

form,

acquire or own any Subsidiary, own any Equity Interests in any other entity, or make any Investment in any Person other than, subject

to the satisfaction of the Additional Project Debt Conditions, in connection with an Additional Project or to the extent permitted

in its memorandum and articles or in connection with a transfer of Property to such Subsidiary;

(5)

fail

to maintain separate books and records from the books and records of any of its Affiliates, or of any other Person other than a Company

Party;

(6)

without

limiting the ability to make payments permitted to be made under, or otherwise comply with its obligations under or in connection

with, the Transaction Documents, any Additional Transaction Documents or any Shared Facilities Agreement, commingle its assets with

the assets of any of its Affiliates, or of any other Person other than a Company Party;

(7)

enter

into any contract or agreement with any Person (other than another Company Party), except (i) as otherwise permitted under the Notes

Documents, Transaction Documents, any Additional Transaction Documents, any Shared Facilities Agreement, and any other agreement,

contract or transaction in connection with any Shared Facilities Arrangement that is effected pursuant to and subject to a Shared

Facilities Agreement, in each case to which it is a party, including, in each case, any customary agreements relating to the financing

of the Project or any Additional Project, (ii) organizational documents and (iii) other contracts or agreements that are upon terms

and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length

basis with third parties other than such Person (as determined by the Issuer in good faith);

(8)

seek

its dissolution or winding up in whole or in part;

(9)

fail

to use commercially reasonable efforts to correct promptly any material known misunderstandings regarding the separate identities

of the Issuer, on the one hand, and any Affiliate or any principal thereof or any other Person, on the other hand;

(10)

except

as permitted by the Notes Documents, guarantee, become obligated for, or hold itself out to be responsible for the Debt of another

Person;

(11)

fail,

in any material respect, either to hold itself out to the public as a legal entity separate and distinct from any other Person or

to conduct its business, solely in its own name in order not (i) to mislead others as to the identity of the Person with which such

other party is transacting business, or (ii) to suggest that it is responsible for the Debt of any third party (including any of

its principals or Affiliates (other than as contemplated or permitted pursuant to the Transaction Documents and any Additional Transaction

Documents));

(12)

fail,

to the extent of its own funds (taking into account the requirements in the Notes Documents and any Additional Project Debt), to

maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light

of its contemplated business operations;

(13)

[reserved];

(14)

without

limiting the appointment of officers, maintain, hire or employ any individuals as employees;

(15)

acquire

the obligations or securities issued by its Affiliates or members (other than a Company Party or any other Subsidiary permitted pursuant

to Section 4.19(4) above);

(16)

pledge

its assets to secure the obligations of any other Person, except as permitted by the Notes Documents; or

(17)

(i)

institute proceedings to be adjudicated bankrupt or insolvent, (ii) institute or consent to the institution of Insolvency or Liquidation

Proceedings against it, (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state

law relating to bankruptcy or insolvency, (iv) seek or consent to the appointment of a receiver, liquidator, provisional liquidator,

assignee, trustee, sequestrator, collateral agent or any similar official for the Issuer, (v) make any general assignment for the

benefit of the Issuer’s creditors, (vi) admit in writing its inability to pay its debts generally as they become due, or (vii)

take any corporate action to approve any of the foregoing.

Section

4.20 HoldCo Negative Covenant .

HoldCo

will (a) not create, incur, assume or permit to exist any Lien on the pledged Collateral other than (i) Liens created under

the Notes Documents and (ii) Liens expressly permitted pursuant to Section 4.06 on any of the Equity Interests issued by

the Issuer and held by HoldCo, and (b) do or cause to be done all things necessary to preserve, renew and keep in full force and

effect its legal existence; provided, that so long as no Event of Default has occurred and is continuing or would result therefrom,

HoldCo may merge with any other person (and if it is not the survivor of such merger, the survivor shall assume HoldCo’s obligations,

as applicable, under the Notes Documents) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of its properties

or assets, in one or more related transactions, to any other person so long as the successor assumes HoldCo’s obligations, as applicable,

under the Notes Documents.

Section

4.21 No Modification of Certain Agreements.

(a)

No Company Party shall terminate, or amend or permit any amendment of, any Datacenter Lease in a manner materially adverse to the interests

of the Holders (as determined by the Issuer in good faith).

(b)

Notwithstanding anything to the contrary in this Indenture or any other Note Document or Transaction Document, (i) the amendment,

restatement or modification of any of the Project Documents shall be permitted at any time to facilitate (in the good faith determination

of the Issuer) any Additional Project or any Shared Facilities Arrangement not prohibited by this Indenture (including in connection

with the incurrence of Additional Project Debt in connection therewith) on terms that are not materially less favorable to the holders

of the Notes (as determined by the Issuer in good faith) compared to such terms existing on the Issue Date and (ii) the Company

Parties may take all actions as may be necessary or advisable, including amending or terminating and replacing any Transaction Document,

to facilitate the foregoing.

Section

4.22 Debt Service Reserve Account.

The

Issuer shall establish and fund on the Issue Date and maintain at all times thereafter a balance in the Debt Service Reserve Account

in an amount not less than the Debt Service Reserve Required Amount; provided that after all amounts on deposit in the IDC Account

have been depleted, amounts in the Debt Service Reserve Account may be applied to pay Debt Service or other amounts required to be paid

to the holders of the Notes, the Trustee and/or the Collateral Agent in accordance with this Indenture, so long as such amounts are replenished

within 15 Business Days of such depletion such that the amount on deposit in the Debt Service Reserve Account is again at least equal

to the Debt Service Reserve Required Amount; provided, further, that so long as no Event of Default has occurred and is continuing

pursuant to Section 6.01(11), the Issuer shall not be required to replenish the Debt Service Reserve Account during the period

beginning upon the Datacenter Lease Termination and ending on the fifteenth Business Day following the entry into a replacement Datacenter

Lease with a Qualifying Tenant (but for the avoidance of doubt, the Issuer may only obtain the extension of the Datacenter Lease EoD

Period contemplated by Section 6.01(11) if the amount on deposit in the Debt Service Reserve Account as of the six-month anniversary

of such Datacenter Lease Termination is not less than the Debt Service Reserve Required Amount).

Section

4.23 Project Accounts; Cash Waterfall.

(a)

Project Accounts. The Issuer shall, on or prior to the Issue Date, establish the following accounts in the name of the Issuer

or the Subsidiary Guarantors, as applicable (the “Project Accounts”), and thereafter maintain such Project Accounts

at all times after the establishment thereof in accordance with the terms of this Indenture until the termination thereof:

(1)

account funded with proceeds of all revenues, lease and other payments, cash and proceeds generated from the ELN-04 Project, Cash

and all other amounts received in respect of APLD ELN-04 that is not required or permitted to be deposited into another Project Account

pursuant to this Indenture, in each case other than to the extent such amounts are permitted to be released from the Revenue Account

pursuant to this Indenture, and other than amounts required to be deposited into the Designated Account (the “Revenue Account”);

(2)

account funded on the Issue Date in an amount equal to $81.0 million, and thereafter, funded in accordance with Section 4.22

(the “Debt Service Reserve Account”), to be used in accordance with Section 4.22;

(3)

the

account into which the net proceeds from the offering of the Notes (other than certain fees and expenses and the applicable amounts

necessary to fund the IDC Account (as defined below) and the Debt Service Reserve Account) will be deposited by the Issuer on the

Issue Date, to be used only to fund the construction and associated expenses of the Project, to repay the aggregate principal balance

plus any accrued interest under the Bridge Facility, and to pay transaction expenses and operating expenses of the Project and, during

the Construction Period, scheduled interest payments on the Notes (the “Notes Proceeds Account”); provided

that any amounts remaining in the Notes Proceeds Account on the 60th calendar day after the Final Commencement Date may

be deposited into the Revenue Account or otherwise applied in a manner not prohibited by this Indenture;

(4)

the

account into which the Datacenter Lease Termination Fee will be deposited by CoreWeave or any Qualifying Tenant to the extent payable

pursuant to the applicable Datacenter Lease (the “Designated Account”); and

(5)

the

account into which $129.0 million of the net proceeds from the offering of the Initial Notes will be deposited, to be used to fund

interest on the Notes during construction of the Project (the “IDC Account”); provided that any amounts

remaining in the IDC Account on the 60th calendar day after the Final Commencement Date may be deposited into the Revenue

Account or otherwise applied in a manner not prohibited by this Indenture.

The

Issuer shall, as promptly as reasonably practicable following the Issue Date, use commercially reasonable efforts to cause each Project

Account to be subject to the Lien in favor of the Collateral Agent (for the benefit of the Notes Secured Parties), and held in the “control”

(within the meaning of Section 8-106(d) or Section 9-104, as applicable, of the UCC) of the Collateral Agent for the purposes

and on the terms set forth in this Indenture, pursuant to an account control agreement in favor of the Collateral Agent in form and substance

reasonably satisfactory to the Collateral Agent. The Project Accounts (and any additional accounts required in connection with any Additional

Project) and the amounts held in such accounts may be invested in items constituting cash or cash items or Government Securities, and

will only be invested as approved or directed in writing by the Issuer.

The

Issuer and the Subsidiary Guarantors will use the Project Accounts for any Additional Project(s) in the same manner as the Project Accounts

are used for the Project, and to the extent any new account is required in connection with any Additional Project, the Issuer and the

Subsidiary Guarantors will do or cause to be done all acts and things that may be required to ensure that the Collateral Agent holds,

for the benefit of the holders of the Notes Obligations, duly created and enforceable and perfected first-priority Liens (subject to

Permitted Liens) on such new account to become Collateral, including, without limitation, executing, acknowledging and delivering any

security documents, instruments, certificates, notices and other documents, and take such other actions (including the filing of financing

statements, amendments to financing statements and continuation statements) as may be reasonably required to create, perfect, protect,

assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Documents for the benefit

of the holders of Notes Obligations within 180 days (or, in the event the Issuer is unable to cause such deliverables to be obtained

on or prior to such date, such longer period during which the Issuer is using commercially reasonable efforts to obtain such deliverables).

(b)

Cash Waterfall. The Company Parties shall apply funds in the applicable Project Account as follows:

(1)

the

Issuer shall apply funds in the Debt Service Reserve Account solely for Debt Service in respect of the Notes;

(2)

all

revenues, lease payments, other payments, cash and proceeds received by (or on behalf of) the Issuer and the Subsidiary Guarantors

in respect of the ELN-04 Project (other than the Datacenter Lease Termination Fee) shall be deposited in the Revenue Account and

applied, (i) first, to pay operating expenses in respect of the ELN-04 Project, (ii) second, to (A) pay scheduled principal

amortization, interest, fees and expenses of the Trustee and Collateral Agent or other Debt Service in respect of the Notes and (B)

to the extent the amount then on deposit in the Debt Service Reserve Account is less than the Debt Service Reserve Required Amount

and funding is required in accordance with Section 4.22, fund additional amounts to the Debt Service Reserve Account in an

amount sufficient to cause the amounts on deposit in the Debt Service Reserve Account to equal at least the Debt Service Reserve

Required Amount, and (iii) third, for any other purpose not prohibited by this Indenture;

(3)

all

funds in the Designated Account shall be applied solely to make the Datacenter Lease Termination Fee Mandatory Redemption; and

(4)

all

funds in the IDC Account shall be applied solely to fund interest on the Notes during construction of the Project, except as otherwise

provided in Section 4.23(a)(5).

For

the avoidance of doubt, except as provided in this Section 4.23, the Issuer and the Subsidiary Guarantors shall not otherwise

be required to deposit cash held on the Issue Date or received after the Issue Date (including from future equity contributions from

Parent) into any Project Account.

Notwithstanding

the foregoing, (i) all revenues and cash proceeds of the Project or any Additional Projects that are received that are directly

or indirectly in respect of power and energy consumption charges that are to be paid by the Company Parties to utilities and energy or

power providers (regardless of whether such revenues are characterized as rent charges under the applicable leases or otherwise), shall

not be required to be deposited into the Revenue Account or other controlled account and may be held by the Company Parties and used

to pay such utilities and energy or power providers in a manner not subject to the foregoing requirements and (ii) for purposes

of the foregoing requirements, the “operating expenses” of the Project or any Additional Projects shall include without limitation

all expenditures in respect of the payment of taxes, operating and administrative expenses payable or reimbursable by the Company Parties,

insurance, amounts owing under intercompany contracts the proceeds of which are applied for any purpose specified in this paragraph and

capital expenditures of the Company Parties.

addition, notwithstanding the foregoing provisions of this Section 4.23, the Issuer and the Subsidiary Guarantors (i) may close

and/or open any account (including any Project Account) maintained at any bank or other financial institution, so long as after giving

effect to any such changes the Company Parties remain in compliance with the requirements of this Section 4.23 in all material

respects and/or (ii) make operational and administrative modifications to the requirements of this Section 4.23 so long as any

such modifications are not materially adverse to the interests of the Holders. Neither the Trustee nor the Collateral Agent shall have

any obligation or duty to monitor any Project Account, including any modifications thereto, or any cash waterfall.

Article

MERGERS AND CONSOLIDATIONS

Section

5.01 Issuer.

(a)

The Issuer may not, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not the Issuer is the

surviving corporation) or (y) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties

or assets of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person; unless:

(1)

either

(a) the Issuer is the surviving entity or (b) the Person formed by or surviving any such consolidation or merger (if other

than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized

or existing under the laws of the United States, any state thereof, or the District of Columbia (such Person, as the case may be,

being herein called the “Successor Issuer”);

(2)

the

Successor Issuer (if other than the Issuer) expressly assumes, via a supplemental indenture, all the Obligations of the Issuer under

(x) this Indenture and the Notes and (y) if applicable, prior to a Release Event, the Notes Documents, and in connection

therewith shall cause instruments to be filed and recorded and take such other actions as may be required by Applicable Law to perfect

or continue the perfection of the Lien created under the Notes Documents on the Collateral owned by or transferred to such other

Person, in each case, pursuant to documents in customary form as determined by the Issuer in good faith;

(3)

immediately

after such transaction, no Event of Default exists;

(4)

prior

to a Release Event, to the extent any assets of the Person which is merged, consolidated or amalgamated with or into the Person formed

by or surviving any such consolidation or merger are assets of the type which would constitute Collateral under the Notes Documents,

the Person formed by or surviving any such consolidation or merger will take such action as may be reasonably necessary to cause

such property and assets to be made subject to the Lien of the Notes Documents in the manner and to the extent required in this Indenture

or any of the Notes Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required

by the Notes Documents; and

(5)

there

has been delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,

merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental

indenture comply with this Indenture and that all conditions precedent therein relating to such transaction have been complied with.

Section

5.02 Subsidiary Guarantors.

(a)

Subject to Section 11.03, no Subsidiary Guarantor may, directly or indirectly: (x) consolidate or merge with or into another

Person (whether or not such Subsidiary Guarantor is the surviving corporation) or (y) sell, assign, transfer, convey or otherwise

dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person (in each case

other than the Issuer or another Subsidiary Guarantor); unless:

(1)

either

(i) such Subsidiary Guarantor is the surviving entity or (ii) the Person formed by or surviving any such consolidation

or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition

has been made is an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia

(such Person, as the case may be, being herein called the “Successor Subsidiary Guarantor”);

(2)

the

Successor Subsidiary Guarantor assumes all the Obligations of such Subsidiary Guarantor under (x) this Indenture and the Subsidiary

Guarantee and (y) if applicable, prior to a Release Event, the Notes Documents, and in connection therewith shall cause instruments

to be filed and recorded and take such other actions as may be required by Applicable Law to perfect or continue the perfection of

the Lien created under the Notes Documents on the Collateral owned by or transferred to such other Person, in each case, pursuant

to documents in customary form as determined by the Issuer in good faith;

(3)

immediately

after such transaction, no Event of Default exists;

(4)

prior

to a Release Event, to the extent any assets of the Person which is merged, consolidated or amalgamated with or into the Person formed

by or surviving any such consolidation or merger are assets of the type which would constitute Collateral under the Notes Documents,

the Person formed by or surviving any such consolidation or merger will take such action as may be reasonably necessary to cause

such property and assets to be made subject to the Lien of the Notes Documents in the manner and to the extent required in this Indenture

or any of the Notes Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required

by the Notes Documents; and

(5)

there

has been delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,

merger or transfer and such guarantee agreement, if any, and, if a supplemental indenture is required in connection with such transaction,

such supplemental indenture, complies with this Indenture.

Section

5.03 Application.

(a)

This Article 5 shall not apply to:

(1)

merger, amalgamation or consolidation solely for the purpose of reincorporating or reorganizing the Issuer or any Subsidiary Guarantor

in another jurisdiction or forming a direct or indirect holding company of the Issuer;

(2)

any

sale, transfer, assignment, conveyance, lease or other disposition of assets between or among the Issuer and its Subsidiaries, including

by way of merger or consolidation;

(3)

any

sale, transfer, assignment, conveyance, lease or other disposition of (a) all or any portion of any Excess Property or (b) any lease,

sale, transfer, assignment, conveyance or other disposition or contract in respect of any property or asset pursuant to or in connection

with a Shared Facilities Arrangement;

(4)

merger, amalgamation or consolidation of a Subsidiary Guarantor with or into the Issuer or another Subsidiary Guarantor; and

(5)

any

sale, transfer, assignment, conveyance or other disposition of the property of a Subsidiary Guarantor as an entirety or substantially

as an entirety to the Issuer or another Subsidiary Guarantor.

Section

5.04 Substitution.

Upon

any transaction that is subject to, and that complies with the provisions of, Section 5.01 or Section 5.02 hereof, the

Successor Issuer or Successor Subsidiary Guarantor, as applicable, shall succeed to, and be substituted for (so that from and after the

date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Issuer”

or the “Subsidiary Guarantor,” as applicable, shall refer instead to the Successor Issuer (and not to the Issuer) or the

Successor Subsidiary Guarantor (and not to the Subsidiary Guarantor), as applicable), and may exercise every right and power of the Issuer

or Subsidiary Guarantor, as applicable, under this Indenture with the same effect as if the Successor Issuer or Successor Subsidiary

Guarantor, as applicable, had been named as the Issuer or Subsidiary Guarantor, as applicable, herein; provided, however,

that the predecessor Issuer shall not be relieved from the obligation to pay the principal of, interest, premium (if any) on the Notes

except in the case of a sale of all of the Issuer’s assets in a transaction that is subject to, and that complies with the provisions

of, Section 5.01 hereof.

Article

DEFAULTS AND REMEDIES

Section

6.01 Events of Default.

Each

of the following constitutes an “Event of Default” with respect to the Notes:

(1)

default

for 30 days in the payment when due of interest on the Notes;

(2)

default

in payment when due of the principal of, or premium, if any, on the Notes;

(3)

failure

by a Company Party to comply with any covenant in this Indenture (other than a default specified in clause (1) or (2) of this

Section 6.01) if such failure shall remain unremedied for 60 days (or 120 days in the case of Section 4.09) after written

notice by the Trustee or Holders of at least 30% in principal amount of the Notes then outstanding (with a copy to the Trustee if

given by the Holders); provided, that if such failure is not capable of remedy within such 60-day period, such 60-day period

shall be extended as may be necessary to cure such failure, such extended period not to exceed ninety (90) days in the aggregate

(inclusive of the original 60-day period) so long as (A) such Default is susceptible to cure, (B) any Company Party commences

and is diligently pursuing a cure in good faith and (C) if such Default has had or could reasonably be expected to have a Material

Adverse Effect, such extension of time could not be reasonably expected to result in an additional Material Adverse Effect or exacerbate

the existing Material Adverse Effect;

(4)

default

under any document evidencing any indebtedness for borrowed money by any Company Party, whether such indebtedness now exists or is

created after the Issue Date, if that default:

(a)

caused by a failure to pay principal when due at final (and not any interim) maturity on or prior to the expiration of any grace

period provided in such indebtedness (a “Payment Default”); or

(b)

results

in the acceleration of such indebtedness prior to its express maturity (without such acceleration having been rescinded, annulled

or otherwise cured),

and,

in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under

which there has been a Payment Default or the maturity of which has been so accelerated (without such acceleration having been rescinded,

annulled or otherwise cured), aggregates in excess of $25.0 million; provided that this clause (4) shall not apply

to (i) secured indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such

indebtedness, (ii) any such default that is waived (including during any forbearance period) (including in the form of amendment)

by the requisite holders of the applicable item of Debt or contested in good faith by the applicable Company Party and (iii) any

indebtedness that is required to be converted into Qualifying Equity Interests upon the occurrence of certain designated events so long

as no payments in cash or otherwise are required to be made in accordance with such conversion;

(5)

except

as permitted by this Indenture, any Subsidiary Guarantee of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that

constitutes a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid

or shall cease for any reason (other than in accordance with its terms) to be in full force and effect or any Subsidiary Guarantor

(or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Subsidiary

Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm in writing its

or their obligations under its or their Subsidiary Guarantees;

(6)

(a)

a court of competent jurisdiction (i) enters an order or decree under any Bankruptcy Law that is for relief against any Company

Party or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(ii) appoints a custodian for all or substantially all of the property of any Company Party or any group of Subsidiary Guarantors

that, taken together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of any Company Party or

any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in each of clauses (i),

(ii) or (iii), the order, appointment or decree remains unstayed and in effect for at least 60 consecutive days after the commencement

of the actions described in such clauses (i), (ii) or (iii) as applicable; or (b) any Company Party or any

group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning

of Bankruptcy Law (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in

an involuntary case; (iii) consents to the appointment of a custodian of it or for all or substantially all of its property;

or (iv) makes a general assignment for the benefit of its creditors;

(7)

any

final non-appealable judgments or orders, either individually or in the aggregate, for the payment of money in excess of $25.0 million,

excluding any portion of any such judgment covered by insurance, shall be rendered against any Company Party and which final judgments

or orders remain unpaid, undischarged, unwaived and unstayed for a period of more than ninety (90) consecutive days after such judgment

becomes final, and in the event such judgment is covered by insurance or indemnity, an enforcement proceeding has been commenced

by any creditor upon such judgment or decree which is not promptly stayed;

(8)

other

than by reason of the satisfaction in full of all Obligations under this Indenture and discharge of this Indenture or the release

of such Collateral with respect to the Notes in accordance with the terms of this Indenture and the Notes Documents (or any other

reason provided herein or therein):

(a)

the case of any security interest with respect to Collateral constituting a material portion of the Collateral, such security interest

under the Collateral Documents shall, at any time after such Collateral Documents become effective, cease to be a valid and perfected

security interest or shall be declared invalid or unenforceable by a court of competent jurisdiction and any such default continues

for 30 days after notice of such default shall have been given to the Issuer by the Trustee or the Holders of at least 30% in principal

amount of the Notes that are outstanding (with a copy to the Trustee if given by the Holders) (other than pursuant to the terms hereof

or thereof or any defect arising as a result of the failure by the Collateral Agent to maintain possession of equity certificates

delivered to it); or

(b)

the

Issuer or any Subsidiary Guarantor that is a Significant Subsidiary (or any group of Subsidiary Guarantors that, taken together,

would constitute a Significant Subsidiary) shall assert, in any pleading in any court of competent jurisdiction, that any security

interest under any Collateral Document is invalid or unenforceable other than in accordance with its terms;

(9)

[reserved];

(10)

[reserved];

(11)

any

Datacenter Lease ceases to be in effect (the “Datacenter Lease Termination”), provided, however, such cessation

shall not constitute an Event of Default if (A) on or prior to the six-month anniversary of any Datacenter Lease ceasing to be in

effect (the “Datacenter Lease EoD Period,” as may be extended pursuant to the immediately following proviso),

the applicable Company Party has entered into a new Datacenter Lease with a Qualifying Tenant, and, as of the date of entry into

such new Datacenter Lease, either (i) such new Datacenter Lease has terms, taken as a whole, that are substantially consistent in

all material respects with (or more favorable) than the terms, taken as a whole, contained in the Datacenter Lease that has ceased

to be in effect, as determined by the Issuer in good faith or (ii) so long as the Issuer is then rated by at least two of the three

Rating Agencies, the Issuer obtains a Rating Agency Confirmation giving effect to such new Datacenter Lease; provided, further, that

the Datacenter Lease EoD Period shall be extended to the twelve-month anniversary of any Datacenter Lease Termination so long as

the relevant Company Party enters into a letter of intent, memorandum of understanding, or a similar agreement with a Qualifying

Tenant, on or prior to the six-month anniversary of any Datacenter Lease Termination, with the good faith expectation that such a

Datacenter Lease will be entered into on or prior to the twelve-month anniversary of such Datacenter Lease Termination and (B) (i)

in the event the Datacenter Lease EoD Period is extended past the six-month anniversary of a Datacenter Lease Termination, the amount

of funds in the Debt Service Reserve Account as of such six-month anniversary is at least equal to the Debt Service Reserve Required

Amount, (ii) the Issuer does not make any Permitted Investment pursuant to clauses (f) (but only in respect of Permitted Investments

that would not be permitted pursuant to this clause (ii)), (j), (n) or (p) of the definition thereof (in each case unless funded

from a substantially concurrent cash contribution to the Issuer) or any Restricted Payment (other than Restricted Payments pursuant

to Sections 4.05(b)(1), (2), (4), (8) or (10)), (iii) the Company Parties have sufficient funds to pay all operating expenses and

make all required maintenance capital expenditures necessary to conduct their business and operations and (iv) to the extent the

Issuer has received the Datacenter Lease Termination Fee, such Datacenter Lease Termination Fee has been deposited and remains in

the Designated Account and is subject to a springing control agreement in favor of the Collateral Agent, in the case of each of clauses

(ii)-(iv) of this clause (B), for the duration of the entire period beginning upon such Datacenter Lease ceasing to be in effect

and ending on the earlier of (x) the expiration of the Datacenter Lease EoD Period and (y) entry into a new Datacenter Lease with

a Qualifying Tenant as contemplated by clause (A) above.

Section

6.02 Acceleration.

the case of an Event of Default with respect to the Issuer pursuant to clause (6) of Section 6.01, principal of and accrued

and unpaid interest on all the Notes that are outstanding will become due and payable immediately without further action or notice. If

any other Event of Default occurs and is continuing, the Trustee by notice to the Issuer or the Holders of at least 30% in principal

amount of the Notes that are outstanding by notice to the Issuer and the Trustee, may declare the principal of and accrued and unpaid

interest on all the Notes to be due and payable immediately; provided that a notice of Default may not be given with respect to

any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default.

Any

notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take

any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”)

must be accompanied by a written representation from each such Holder to the Issuer and the Trustee that such Holder is not (or, in the

case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such

Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder

Direction relating to a notice of Default shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise

ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction,

covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify

the accuracy of such Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”).

The Trustee shall have no duty whatsoever to provide this information to the Issuer or to obtain this information for the Issuer. In

any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be

provided by the beneficial owner of the Notes in lieu of DTC or its nominee. If, following the delivery of a Noteholder Direction, but

prior to the acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder

providing such Noteholder Direction was, at any relevant time, in breach of its Position Representation and provides to the Trustee evidence

that the Issuer has filed papers with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such

time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder

Direction, the cure period with respect to such Event of Default shall be automatically stayed pending a final and non-appealable determination

of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration

of the Notes, the Issuer provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its

Verification Covenant, the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall

be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in

such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder,

the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly

provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall

be deemed never to have occurred and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such

Event of Default; provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to

the Trustee which obligations shall continue to survive.

With

their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation

by the Trustee to the Issuer in accordance with the terms of this section. Each Holder and subsequent purchaser of the Notes waives in

this Indenture any and all claims, in law and/or in equity, against the Trustee and agrees in this Indenture not to commence any legal

proceeding against the Trustee in respect of, and agrees in this Indenture that the Trustee will not be liable for any action that the

Trustee takes in accordance with this Section 6.02, or arising out of or in connection with following instructions or taking actions

in accordance with a Noteholder Direction. The Issuer agrees to waive in this Indenture any and all claims, in law and/or in equity,

against the Trustee, and in this Indenture not to commence any legal proceeding against the Trustee in respect of, and agrees in this

Indenture that the Trustee will not be liable for any action that the Trustee takes in accordance with this Section 6.02, or arising

out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. In connection with the

requisite percentages required under this section, the Trustee shall also treat all outstanding Notes equally irrespective of any Position

Representation in determining whether the requisite percentage has been obtained with respect to the initial delivery of the Noteholder

Direction. The Issuer will confirm in this Indenture that any and all other actions that the Trustee takes or omits to take under this

Section 6.02 and all fees, costs and expenses of the Trustee and its agents and counsel arising hereunder and in connection herewith

shall be covered by the Issuer’s indemnifications under Section 7.06.

Section

6.03 Waiver of Past Defaults.

The

Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may, on behalf of the Holders,

rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture except a continuing

Default or Event of Default in the payment of interest on, or the principal of, such Notes. Upon any such waiver, such Default shall

cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but

no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section

6.04 Control by Majority.

Holders

of a majority in principal amount of the Notes that are then outstanding may direct the Trustee in its exercise of any trust or power

in respect of the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Notes

or, subject to Section 7.01 and Section 7.02, that the Trustee determines is unduly prejudicial to the rights of Holders

or would involve the Trustee in personal liability (it being understood that the Trustee does not have an affirmative duty to ascertain

whether or not such actions or forbearances are unduly prejudicial to such Holders); provided, however, that the Trustee

may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may withhold from Holders

notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default

or Event of Default relating to the payment of principal or interest.

Section

6.05 Limitations on Suits.

case an Event of Default occurs and is continuing under this Indenture, the Trustee will be under no obligation to exercise any of the

rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered, and, if requested,

provided to the Trustee indemnity and/or security satisfactory to the Trustee against any loss, liability or expense. Except to enforce

the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Note may pursue any remedy with respect

to this Indenture unless:

(1)

such

Holder has previously given the Trustee notice that an Event of Default is continuing;

(2)

Holders

of at least 30% in aggregate principal amount of the Notes that are then outstanding have requested the Trustee to pursue the remedy;

(3)

such

Holders have offered, and, if requested, provided, to the Trustee security and/or indemnity satisfactory to it against any loss,

liability or expense;

(4)

the

Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity;

and

(5)

Holders

of a majority in aggregate principal amount of the Notes that are then outstanding have not given the Trustee a direction inconsistent

with such request within such 60-day period.

Section

6.06 Collection Suit by Trustee.

an Event of Default specified in Section 6.01(1) or Section 6.01(2) occurs and is continuing, the Trustee is authorized

to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium,

if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further

amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements

and advances of the Trustee, its agents and counsel. The Trustee may maintain a proceeding even if it does not possess any of the Notes

or does not produce any of them in the proceeding.

Section

6.07 Priorities.

the Trustee collects any money pursuant to this Article 6, it shall, subject to the terms of any applicable Acceptable Intercreditor

Agreement, pay out the money in the following order:

First:

to the Trustee and the Collateral Agent, and their respective agents and attorneys for amounts due under the Notes Documents, including

payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:

to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference

or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively;

and

Third:

to the Issuer or to such party as a court of competent jurisdiction shall direct.

The

Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.07.

Section

6.08 Trustee May File Proofs of Claim.

The

Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the

Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel)

and the Holders allowed in any judicial proceedings relative to the Issuer, its Subsidiaries or its or their respective creditors or

properties and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member of any official

committee of creditors appointed in such matter and may vote on behalf of the Holders in any election of a trustee in bankruptcy or other

Person performing similar functions, and any custodian or other party making payment in any such judicial proceeding is hereby authorized

by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly

to the Holders, to pay to the Trustee any amount due it for the compensation, expenses, disbursements and advances of the Trustee, its

agents and its counsel, and any other amounts due the Trustee under Section 7.06 hereof. No provision of this Indenture shall

be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,

arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in

respect of the claim of any Holder in any such proceeding.

Section

6.09 Holder Representation.

(a)

Each Holder by accepting a Note acknowledges and agrees that the Trustee (and any agent) shall not be liable to any party for acting

or refraining to act in accordance with (i) the foregoing provisions, (ii) any Officer’s Certificate, or (iii) its

duties under this Indenture, as the Trustee may determine in its sole discretion.

(b)

The Trustee shall not be deemed to have notice of any Default or Event of Default unless a written notice from the requisite number of

Holders of the Notes or from the Issuer of any event which is in fact such a default is received by a Responsible Officer at the Corporate

Trust Office of the Trustee, and such notice references the Notes and this Indenture.

Article

TRUSTEE AND COLLATERAL AGENT

Section

7.01 Duties of Trustee and Collateral Agent.

(a)

The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of

Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture.

If an Event of Default with respect to the Notes has occurred and is continuing, the Trustee will exercise such of the rights and powers

vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use

under the circumstances in the conduct of such person’s own affairs.

(b)

Except during the continuance of an Event of Default:

(1)

the

duties of the Trustee will be determined solely by the express provisions of this Indenture and only with respect to the Notes as

to which it is Trustee and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others,

and no implied covenants or obligations shall be read into this Indenture against the Trustee or the Collateral Agent; and

(2)

the absence of gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements

and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the

requirements of this Indenture. However, with respect to certificates or opinions specifically required by any provision hereof to

be furnished to it, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements

of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)

The Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act or willful

misconduct, except that:

(1)

this

Section 7.01(c) does not limit the effect of Section 7.01(b);

(2)

the

Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee

was grossly negligent in ascertaining the pertinent facts; and

(3)

the

Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received

by it pursuant to Section 6.04 hereof, relating to the time, method and place of conducting any proceeding for any remedy

available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes.

(d)

No provision of this Indenture will require the Trustee or the Collateral Agent to expend or risk its own funds or incur any liability.

(e)

Neither the Trustee nor the Collateral Agent will be liable for interest on or the investment of any money received by it except as the

Trustee or the Collateral Agent may agree in writing with the Issuer. Money held in trust by the Trustee or the Collateral Agent need

not be segregated from other funds except to the extent required by law.

(f)

Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee or the Collateral

Agent is subject to Section 7.01.

Section

7.02 Rights of Trustee and Collateral Agent.

(a)

The Trustee and the Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any

resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, judgment, bond, debenture,

note, other evidence of Debt or other paper or document believed by it to be genuine and to have been signed or presented by the proper

Person.

(b)

Before the Trustee or the Collateral Agent acts or refrains from acting, it may require an Officer’s Certificate or an Opinion

of Counsel or both. Neither the Trustee nor the Collateral Agent will be liable for any action it takes or omits to take in good faith

in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee and the Collateral Agent may consult with counsel

of its own selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection

from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)

Each of the Trustee and the Collateral Agent may act through its attorneys and agents and will not be responsible for the acts or omissions

of any attorney or agent appointed with due care.

(d)

Neither the Trustee nor the Collateral Agent will be liable for any action it takes, suffers or omits to take in good faith that it believes

to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; provided that the Trustee’s

or the Collateral Agent’s, as applicable, conduct does not constitute gross negligence or willful misconduct as determined by a

court of competent jurisdiction.

(e)

In the event the Trustee or the Collateral Agent receives inconsistent or conflicting requests and indemnity from two or more groups

of Holders, each representing less than a majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions

of this Indenture, the Trustee or the Collateral Agent, as applicable, in its sole discretion, may determine what action, if any, will

be taken and the Trustee or the Collateral Agent, as applicable, shall be entitled not to take any action until such instructions have

been resolved or clarified to its satisfaction and neither the Trustee nor the Collateral Agent shall be or become liable in any way

to any Person for any failure to comply with any conflicting, unclear or equivocal instructions.

(f)

The permissive right of the Trustee and the Collateral Agent to take the actions permitted by this Indenture or the Collateral Documents

will not be construed as an obligation or duty to do so.

(g)

Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer or any Subsidiary

Guarantor, as applicable, will be sufficient if signed by an Officer of the Issuer or such Subsidiary Guarantor, as applicable.

(h)

Neither the Trustee nor the Collateral Agent will be under any obligation to exercise any of the rights or powers vested in it by this

Indenture or the Collateral Documents at the request or direction of any of the Holders unless such Holders have offered and, if requested,

provided, to the Trustee or the Collateral Agent, as applicable, indemnity and/or security satisfactory to the Trustee or the Collateral

Agent, as applicable, against the losses, liabilities and expenses that might be incurred by the Trustee in compliance with such request

or direction.

(i)

In no event shall the Trustee or the Collateral Agent be responsible or liable for special, indirect, punitive, or consequential loss

or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee or the Collateral

Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

(j)

The Trustee shall not be deemed to have notice of any Default or Event of Default unless a written notice from the requisite number of

holders of the Notes or from the Issuer of any event which is in fact such a default is received by a Responsible Officer at the Corporate

Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(k)

The rights, privileges, protections, immunities and benefits given to the Trustee and the Collateral Agent, including, without limitation,

its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder as Registrar

and Paying Agent, and each Agent, Custodian and other Person employed to act hereunder.

(l)

The Trustee may request that the Issuer and each Subsidiary Guarantor deliver an Officer’s Certificate setting forth the names

of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s

Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized

in any such certificate previously delivered and not superseded.

(m)

The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or

liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations

imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase,

as applicable, of any interest in any Notes.

(n)

Notwithstanding any provision herein to the contrary, in no event shall the Trustee or the Collateral Agent be liable for any failure

or delay in the performance of its obligations under this Indenture because of circumstances beyond its control, including, but not limited

to, nuclear or natural catastrophes or acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work

stoppages for any reason, epidemic, pandemic, embargo, government action, including any laws, ordinances, regulations or the like which

restrict or prohibit the providing of the services contemplated by this Indenture, inability to obtain material, equipment, or communications

or computer (software and hardware) facilities, or the failure of equipment or interruption of utilities, communications or computer

(software and hardware) facilities, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility,

and other causes beyond its control whether or not of the same class or kind as specifically named above.

(o)

The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,

instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other

paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it

may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,

records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or

additional liability of any kind by reason of such inquiry or investigation.

(p)

Neither the Trustee nor the Collateral Agent shall be required to give any bond or surety in respect of the performance of its powers

and duties hereunder or under the Collateral Documents.

(q)

Neither the Trustee nor the Collateral Agent shall have any duty (A) to see to any recording, filing, or depositing of this Indenture

or any Collateral Document, or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance

of such recording or filing or depositing, or to any re-recording, refiling, or redepositing of any thereof, or otherwise monitoring

the perfection, continuation of perfection, or the sufficiency or validity of any security interest in or related to any Collateral or

(B) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind

owing with respect to, assessed or levied against, any part of the Collateral.

(r)

The Trustee and the Collateral Agent may assume without inquiry in the absence of actual knowledge that the Issuer and each of the Company

Parties is duly complying with their obligations contained in any Notes Document required to be performed and observed by them, and that

no Default or Event of Default or other event which would require repayment of the Notes has occurred.

(s)

Neither the Trustee nor the Collateral Agent shall have any obligation whatsoever to assure that the Collateral exists or is owned by

any Grantor or is cared for, protected, insured or has been encumbered, or that any Liens on the Collateral have been properly or sufficiently

or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether

the property constituting Collateral intended to be subject to the security interest under the Collateral Documents has been properly

and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto.

(t)

The Trustee shall have no duty to monitor the performance or actions of the Collateral Agent. The Trustee shall have no responsibility

or liability for the actions or omissions of the Collateral Agent. In each case that the Trustee is requested hereunder or under any

of the Collateral Documents to give direction or provide any consent or approval to the Collateral Agent, the Issuer or to any other

party, the Trustee may seek direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. If

the Trustee requests direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect

to giving any direction to the Collateral Agent, the Trustee shall be entitled to refrain from giving such direction unless and until

the Trustee shall have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes,

and the Trustee shall not incur liability to any Person by reason of so refraining.

(u)

At any time that the security granted pursuant to the Collateral Documents has become enforceable and the Holders have given a direction

to the Trustee to enforce such security, the Trustee is not required to give any direction to the Collateral Agent with respect thereto

unless it has been indemnified in accordance with Section 7.02(h). In any event, in connection with any enforcement of such security,

the Trustee is not responsible for:

(1)

any

failure of the Collateral Agent to enforce such security within a reasonable time or at all;

(2)

any

failure of the Collateral Agent to pay over the proceeds of enforcement of the Collateral;

(3)

any

failure of the Collateral Agent to realize such security for the best price obtainable;

(4)

monitoring

the activities of the Collateral Agent in relation to such enforcement;

(5)

taking

any enforcement action itself in relation to such security;

(6)

agreeing

to any proposed course of action by the Collateral Agent which could result in the Trustee incurring any liability for its own account;

(7)

paying

any fees, costs or expenses of the Collateral Agent.

(v)

No provision of this Indenture or of the Notes Documents shall require the Trustee to indemnify the Collateral Agent, and the Collateral

Agent shall be required to waive any claim it may otherwise have by operation of law in any jurisdiction to be indemnified by the Trustee

acting as principal vis-à-vis its agent, the Collateral Agent.

(w)

The Trustee shall be under no obligation to effect or maintain insurance or to renew any policies of insurance or to inquire as to the

sufficiency of any policies of insurance carried by the Issuer or any Grantor, or to report, or make or file claims or proof of loss

for, any loss or damage insured against it that may occur, or to keep itself informed or advised as to the payment of any taxes or assessments,

or to require any such payment be made.

(x)

The Trustee shall not be responsible or liable for the determination of the amount of any required Installment or any change thereto

as a result of repayment, repurchase or redemption of the Notes or the issuance of Additional Notes, unless the Trustee has received

written notice thereof from the Issuer. The Issuer shall provide a schedule of its calculations to the Trustee and the Trustee is entitled

to rely conclusively upon the accuracy of the Issuer’s calculations without independent verification.

Section

7.03 Individual Rights of Trustee and Collateral Agent.

Each

of the Trustee and the Collateral Agent in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise

deal with either the Issuer or any Subsidiary Guarantor or any Affiliate of the Issuer or any Subsidiary Guarantor with the same rights

it would have if it were not Trustee or the Collateral Agent, as applicable. However, in the event that the Trustee acquires any conflicting

interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee (if this Indenture has

been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties.

Section

7.04 Trustee’s and Collateral Agent’s Disclaimer.

Neither

the Trustee nor the Collateral Agent will be responsible for and makes no representation as to the validity or adequacy of any offering

materials, the Notes Documents, the Notes or any Subsidiary Guarantee or any Lien securing the Notes or any Subsidiary Guarantee;

it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s

direction under any provision of this Indenture; it will not be responsible for the use or application of any money received by

any Paying Agent other than the Trustee or the Collateral Agent, as applicable; and it will not be responsible for any statement

or recital herein or any statement in the Notes, any Subsidiary Guarantee or any other document in connection with the sale of the Notes

or pursuant to this Indenture other than its certificate of authentication.

Section

7.05 Notice of Defaults.

a Default or Event of Default occurs and is continuing and if it is known to a Responsible Officer pursuant to the terms of this Indenture,

the Trustee will mail or deliver electronically to Holders a notice of the Default or Event of Default within 90 days after it occurs.

Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on, any Note, the Trustee

may and shall be protected in withholding the notice if and so long as it in good faith determines that withholding the notice is in

the interests of the Holders.

Section

7.06 Compensation and Indemnity.

(a)

The Issuer and any Subsidiary Guarantors, jointly and severally, shall pay to the Trustee and the Collateral Agent from time to time

reasonable compensation, as agreed in writing from time to time, for its acceptance and administration of this Indenture and services

hereunder. The Trustee’s and the Collateral Agent’s compensation will not be limited by any law on compensation of a Trustee

of an express trust. The Issuer and any Subsidiary Guarantors, jointly and severally, shall reimburse the Trustee and the Collateral

Agent promptly upon request for all reasonable and documented disbursements, advances and expenses incurred or made by it in addition

to the compensation for its services. Such expenses will include the reasonable and documented compensation, disbursements and expenses

of the Trustee’s and the Collateral Agent’s agents and counsel. To secure the Company Parties’ payment obligations

in this Section 7.06, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee

other than money or property held in trust to pay principal of and interest on particular Notes. Such lien shall survive the satisfaction

and discharge of this Indenture. The Trustee’s respective right to receive payment of any amounts due under this Section 7.06

shall not be subordinate to any other liability or Debt of the Company Parties.

(b)

The Issuer and any Subsidiary Guarantor, jointly and severally, will indemnify the Trustee and the Collateral Agent and hold each of

them harmless from and against any and all losses, liabilities, claims, damages, costs or expenses incurred by it arising out of or in

connection with the acceptance or administration of its duties or the exercise of its rights under this Indenture, each supplemental

indenture and any Subsidiary Guarantees, including the reasonable and documented costs and expenses of enforcing this Indenture, each

supplemental indenture and any Subsidiary Guarantees against the Issuer and any Subsidiary Guarantors (including this Section 7.06)

and defending itself against any claim (whether asserted by the Issuer, any Subsidiary Guarantors, any Holder or any other Person) or

liability in connection with the exercise or performance of any of its powers or duties under this Indenture and each supplemental indenture,

except to the extent any such loss, liability or expense may be attributable to its own gross negligence or willful misconduct. Each

of the Trustee and the Collateral Agent will notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the

Trustee or the Collateral Agent, as applicable, to so notify the Issuer will not relieve the Issuer or any Subsidiary Guarantors of their

obligations hereunder. The Issuer or any such Subsidiary Guarantor shall defend the claim and the Trustee or the Collateral Agent, as

applicable, shall cooperate in the defense. The Trustee and the Collateral Agent may have separate counsel and the Issuer and/or any

Subsidiary Guarantors shall pay the reasonable fees and expenses of such counsel if the Issuer shall not have employed counsel reasonably

satisfactory to the Trustee or the Collateral Agent, as applicable, or such other indemnified party (in the Trustee’s, the Collateral

Agent’s or such other indemnified party’s good faith determination) or if the Issuer agrees to pay the cost of such separate

counsel or if the Trustee, the Collateral Agent or such other indemnified party shall have been advised by counsel that there may be

one or more legal defenses available to it which are different from or additional to those available to the Issuer. The Issuer shall

not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or the Collateral Agent through

the Trustee’s or the Collateral Agent, as applicable, own gross negligence or willful misconduct as determined in a final non-appealable

judgment by a court of competent jurisdiction. Neither the Issuer nor any Subsidiary Guarantor need pay for any settlement made without

its consent, which consent shall not be unreasonably withheld.

(c)

When the Trustee or the Collateral Agent incurs expenses or renders services after an Event of Default specified in clause (6) of

Section 6.01 hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents

and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(d)

The Issuer’s and Subsidiary Guarantors’ obligations under this Section 7.06 shall survive the resignation or removal

of the Trustee or the Collateral Agent, as applicable, the satisfaction and discharge of this Indenture with respect to any Notes, the

complete satisfaction and discharge of this Indenture, any termination of this Indenture or any supplemental indenture, including any

termination or rejection of this Indenture or any supplemental indenture in any Insolvency or Liquidation Proceeding or similar proceeding,

and the repayment of all the Notes.

Section

7.07 Replacement of Trustee or Collateral Agent.

(a)

A resignation or removal of the Trustee or the Collateral Agent and appointment of a successor Trustee or successor Collateral Agent

will become effective only upon the successor Trustee’s or successor Collateral Agent’s acceptance of appointment as provided

in this Section 7.07.

(b)

The Trustee and the Collateral Agent may resign with 30 days’ prior notice, with respect to the Notes, and be discharged from the

trust hereby created by so notifying the Issuer in writing. The Holders of a majority in aggregate principal amount of the then outstanding

Notes or the Issuer with 30 days’ prior notice may remove the Trustee or Collateral Agent, as applicable, by so notifying

the Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal. The Issuer may also remove the

Trustee or Collateral Agent with respect to the Notes if:

(1)

the

Trustee or the Collateral Agent fails to comply with Section 7.09 hereof;

(2)

the

Trustee or the Collateral Agent is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee

or the Collateral Agent under any Bankruptcy Law;

(3)

custodian or public officer takes charge of the Trustee or the Collateral Agent or their respective property; or

(4)

the

Trustee or the Collateral Agent becomes incapable of acting.

(c)

If the Trustee or the Collateral Agent resigns or is removed or if a vacancy exists in the office of Trustee or the Collateral Agent

with respect to Notes for any reason, the Issuer will promptly appoint a successor Trustee or successor Collateral Agent. Within one

year after the successor Trustee or successor Collateral Agent takes office, the Holders of a majority in aggregate principal amount

of the then outstanding Notes may appoint a successor Trustee or successor Collateral Agent to replace the successor Trustee or successor

Collateral Agent appointed by the Issuer.

(d)

If a successor Trustee or successor Collateral Agent with respect to the Notes does not take office within 60 days after the retiring

Trustee or retiring Collateral Agent resigns or is removed, the retiring or removed Trustee or the retiring or removed Collateral Agent,

as applicable, the Issuer, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may, at the expense

of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee or successor Collateral Agent,

as applicable.

(e)

If the Trustee or Collateral Agent fails to comply with Section 7.09 hereof, such Holder may petition any court of competent

jurisdiction for the removal of the Trustee or the Collateral Agent, as applicable, and the appointment of a successor Trustee or successor

Collateral Agent, as applicable.

(f)

A successor Trustee or Collateral Agent, as applicable, will deliver a written acceptance of its appointment to the retiring Trustee

or retiring Collateral Agent, as applicable, and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee or retiring

Collateral Agent will become effective, and the successor Trustee or successor Collateral Agent will have all the rights, powers and

duties of the Trustee or Collateral Agent, as applicable, for which it is acting as Trustee or as Collateral Agent, as applicable, under

this Indenture. The successor Trustee or Collateral Agent will mail or deliver electronically a notice of its succession to Holders.

The retiring Trustee or Collateral Agent will promptly transfer all property held by it as Trustee to the successor Trustee or as Collateral

Agent to the successor Collateral Agent, as applicable; provided that all sums owing to the Trustee or Collateral Agent, as applicable,

hereunder have been paid.

(g)

The retiring Trustee or Collateral Agent shall have no responsibility or liability for any action or inaction of a successor Trustee

or Collateral Agent, as applicable.

Section

7.08 Successor Trustee or Collateral Agent by Merger, etc.

the Trustee or Collateral Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business

(including this transaction) to, another corporation, the successor corporation without any further act will be the successor Trustee

or successor Collateral Agent, as applicable.

Section

7.09 Eligibility; Disqualification

There

will at all times be a Trustee hereunder that is an entity organized and doing business under the laws of the United States of America

or of any state thereof that is authorized under such laws to exercise corporate trust powers, that is subject to supervision or examination

by federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent

published annual report of condition.

Section

7.10 Intercreditor Agreement; Completion Guarantee.

acceptance of the Notes, the Holders shall be deemed to hereby (i) authorize and direct the Trustee and the Collateral Agent, as the

case may be, to execute and deliver the Acceptable Intercreditor Agreements (on behalf of the Collateral Agent, the Trustee and the Holders)

in which it is named as a party, including such changes from the form attached to this Indenture that are permitted hereunder, (ii) agree

that as such (x) the Trustee and the Collateral Agent will be deemed to be a party to the Acceptable Intercreditor Agreements as trustee

and agent for the Holders and (y) the Collateral Agent, the Trustee and the Holders will be subject to and bound by the provisions of

such Acceptable Intercreditor Agreement, (iii) accept and authorize the Collateral Agent, as Collateral Agent for itself, the Trustee

and the Holders under the Acceptable Intercreditor Agreements, to take such action as agent on their behalf and to exercise such powers

under the Acceptable Intercreditor Agreements as are delegated to the Collateral Agent by the terms thereof and (iv) accept and acknowledge

the terms of the First Lien Intercreditor Agreement applicable to them and agree to be bound by the terms thereof applicable to holders

of the First Priority Obligations (as defined in the First Lien Intercreditor Agreement) with all the rights and obligations of an Indenture

Secured Party (as defined in the First Lien Intercreditor Agreement) thereunder and bound by all the provisions thereof. It is hereby

expressly acknowledged and agreed that, in taking the foregoing actions, the Trustee and the Collateral Agent are not responsible for

the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose.

Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action pursuant to, the Acceptable Intercreditor

Agreements, the Trustee and the Collateral Agent each shall have all of the rights, immunities, indemnities and other protections granted

to them under this Indenture (in addition to those that may be granted to them under the terms of such other agreement or agreements).

addition, by acceptance of the Notes, the Holders shall be deemed to hereby (i) authorize and direct the Collateral Agent to execute

and deliver the Completion Guarantee (on behalf of the Holders) in which it is named as a party, (ii) agree that as such, (x) the Collateral

Agent will be deemed to be a party to the Completion Guarantee as agent for the Holders and (y) the Collateral Agent and the Holders

will be subject to and bound by the provisions of such Completion Guarantee, (iii) accept and authorize the Collateral Agent to take

such action as agent on their behalf and to exercise such powers under the Completion Guarantee as are delegated to the Collateral Agent

by the terms thereof, and (iv) accept and acknowledge the terms of the Completion Guarantee. It is hereby expressly acknowledged and

agreed that, in taking the foregoing actions, the Collateral Agent is not responsible for the terms or contents of the Completion Guarantee,

or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein,

in entering into, or taking (or forbearing from) any action pursuant to, the Completion Guarantee, the Collateral Agent shall have all

of the rights, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that may be granted

to it under the terms of the Completion Guarantee).

Article

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section

8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The

Issuer may, at its option evidenced by a resolution of its Board of Directors set forth in an Officer’s Certificate, at any time,

elect to have either Section 8.02 or Section 8.03 hereof be applied to the Notes Documents upon compliance with the conditions

set forth below in this Article 8.

Section

8.02 Legal Defeasance.

The

Issuer may, at its option and at any time, elect to have all of its obligations discharged with respect to the Notes and have each Subsidiary

Guarantor’s obligations discharged with respect to the Subsidiary Guarantees (“Legal Defeasance”) except for:

(1)

the

rights of Holders of such Notes that are then outstanding to receive payments in respect of the principal of, or interest or premium

on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(2)

the

Issuer’s Notes Obligations concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen

Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3)

the

rights, powers, trusts, duties, indemnities and immunities of the Trustee under this Indenture and the Notes Documents and the Issuer’s

and the Subsidiary Guarantors’ Obligations in connection therewith; and

(4)

this

Article 8.

Subject

to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the

prior exercise of its option under Section 8.03 hereof.

Section

8.03 Covenant Defeasance.

Upon

the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and

the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from

each of their obligations under Section 4.03 through (and including) Section 4.23 hereof with respect to the Notes

on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”),

and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration

or act of the Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding”

for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this

purpose, Covenant Defeasance means that, with respect to the Notes and any Subsidiary Guarantees, the Issuer and any Subsidiary Guarantors

may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether

directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant

to any other provision herein or in any other Notes Document and such omission to comply will not constitute a Default or an Event of

Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Subsidiary

Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option

applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Section 6.01(3),

Section 6.01(4), Section 6.01(5), Section 6.01(7), Section 6.01(8), and Section 6.01(11) hereof shall

not constitute Events of Default.

Section

8.04 Conditions to Legal or Covenant Defeasance.

(a)

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes under either Section 8.02 or Section

8.03 hereof:

(1)

the

Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in Dollars, non-callable Government

Securities or a combination of cash in Dollars and non-callable Government Securities, in amounts as will be sufficient to pay the

principal of, or interest and premium on, such Notes that are then outstanding on the Stated Maturity or on the applicable redemption

date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption

date;

(2)

the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee

confirming that, subject to customary assumptions and exclusions, (a) the Issuer has received from, or there has been published

by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable U.S. federal

income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the beneficial owners

of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance

and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been

the case if such Legal Defeasance had not occurred;

(3)

the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the

Trustee confirming that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income,

gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal

income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance

had not occurred;

(4)

Default or Event of Default with respect to the Notes has occurred and is continuing on the date of such deposit (other than a Default

or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(5)

such

Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement

or instrument (other than this Indenture or the Collateral Documents) to which the Issuer or any of its Subsidiaries is a party or

by which the Issuer or any of its Subsidiaries are bound;

(6)

the

Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent

of preferring the Holders over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding

creditors of the Issuer or others; and

(7)

the

Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent

relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section

8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject

to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee

(or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section

8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions

of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying

Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal,

premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The

Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable

Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other

than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding

anything in this Article 8 to the contrary, the Trustee shall deliver or pay to the Issuer from time to time upon the request

of the Issuer any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion

of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee

(which may be the opinion delivered under Section 8.04(a)(1) hereof), are in excess of the amount thereof that would then be required

to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section

8.06 Repayment to the Issuer.

Any

money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium,

if any, or interest on, any Notes and remaining unclaimed for two years after such principal, premium, if any, or interest has become

due and payable, shall be paid to the Issuer on its written request or (if then held by the Issuer) will be discharged from such trust;

and the Holders of such Notes will thereafter be permitted to look only to the Issuer for payment thereof, and all liability of the Trustee

or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease;

provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the

expense of the Issuer cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such

money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification

or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer.

Section

8.07 Reinstatement.

the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section

8.02 or Section 8.03 hereof, as the case may be, by reason of any order or judgment of any court or Governmental Authority

enjoining, restraining or otherwise prohibiting such application, then the Issuer’s and any Subsidiary Guarantors’ obligations

under the applicable Notes Documents will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02

or Section 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with

Section 8.02 or Section 8.03 hereof, as the case may be; provided, however, that, if the Issuer makes

any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall

be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

Article

AMENDMENT, SUPPLEMENT AND WAIVER

Section

9.01 Without Consent of Holders of Notes.

Notwithstanding

Section 9.02 hereof, the Issuer, the Subsidiary Guarantors, the Trustee and the Collateral Agent may amend or supplement the Notes

Documents without the consent of any Holder:

(1)

cure any ambiguity, omission, mistake, defect, error or inconsistency;

(2)

provide for uncertificated Notes in addition to or in place of certificated Notes;

(3)

comply with Article 5;

(4)

make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights

under this Indenture of any such Holder in any material respect;

(5)

conform the text of the Notes Documents to any provision of the “Description of Notes” section of the Offering Memorandum

to the extent that such provision in the “Description of Notes” was intended to be a verbatim or substantially verbatim

recitation of a provision of the Notes Documents, as evidenced by an Officer’s Certificate of the Issuer;

(6)

evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or successor Collateral Agent

pursuant to the requirements thereof;

(7)

provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture;

(8)

allow any Subsidiary to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes; provided that

any supplemental indenture to add a Subsidiary Guarantor need only be signed by the Issuer, the Subsidiary Guarantor providing the

Subsidiary Guarantee, and the Trustee;

(9)

add a guarantee of a parent entity or a co-obligor of the Notes under this Indenture or other Notes Documents;

(10)

provide for any amendment that increases the amount of any Installment payable with respect to the Notes in connection with the incurrence

of Additional Project Debt in the form of Additional Notes, including any amendment to the terms of any Notes Documents in accordance

with the provisions set forth under Article 14;

(11)

make any change to a Note Document in connection with any Additional Project that is financed with Additional Project Debt pursuant

to Section 4.04(a)(11), including any such changes reasonably necessary or appropriate to cause the Additional Project Debt

Conditions to be satisfied in connection with the incurrence of such Additional Project Debt; provided, however, that the

terms of any amended or supplemented Notes Document shall, taken as a whole, not be materially less favorable to the holders of the

Notes relative to the terms of such Notes Document prior to such change (as determined in good faith by the Issuer);

(12)

release any Subsidiary Guarantor from its Subsidiary Guarantee pursuant to this Indenture when permitted or required by this Indenture;

(13)

enter into any Acceptable Intercreditor Agreement or amend an existing intercreditor agreement in a manner that would cause it to

be (or continue to be) an Acceptable Intercreditor Agreement;

(14)

make, complete or confirm any grant of Collateral permitted or required by any of the Notes Documents, including to amend the Collateral

Documents (including to add additional secured parties) and create necessary intercreditor arrangements to permit pari passu liens

on the Collateral securing any Debt (including Credit Facilities and Additional Project Debt) to the extent otherwise permitted to

be incurred under this Indenture, in each case, in customary form as determined by the Issuer in good faith;

(15)

add Collateral with respect to the Notes;

(16)

add any additional secured parties to any security documents or any Acceptable Intercreditor Agreement;

(17)

release, discharge, terminate or subordinate Liens on Collateral in accordance with the Notes Documents, and to confirm and evidence

any such release, discharge, termination or subordination;

(18)

the case of any Collateral Document, to include therein any legend required to be set forth therein pursuant to any Acceptable Intercreditor

Agreement or to modify any such legend as required by any Acceptable Intercreditor Agreement;

(19)

provide for the succession of any parties to any Collateral Document (and other amendments that are administrative or ministerial

in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing

or other modification from time to time of any other agreement that is not prohibited by this Indenture;

(20)

make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes not prohibited by this Indenture,

including to facilitate the issuance and administration of Notes; provided, however, that such amendment does not materially

and adversely affect the rights of Holders to transfer the Notes;

(21)

comply with the rules and procedures of any applicable securities depository; or

(22)

make

any amendment to the provisions of any Notes Document to eliminate the effect of any accounting change or in the application thereof.

Section

9.02 With Consent of Holders of Notes.

(a)

Except as provided in Section 9.02(b) and Section 9.02(c), the Issuer, the Subsidiary Guarantors and the Trustee or Collateral

Agent, as applicable, may amend or supplement any Notes Documents with the consent of the Holders of a majority in principal amount of

the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange

offer for, such Notes), and any existing default or compliance with any provision of any Notes Document may be waived with the consent

of the Holders of a majority in principal amount of the Notes that are then outstanding (including, without limitation, consents obtained

in connection with a purchase of, or tender offer or exchange offer for, such Notes).

(b)

Without the consent of each Holder of the Notes adversely affected, an amendment, supplement or waiver under this Section 9.02

may not (with respect to any such Notes held by a non-consenting Holder):

(1)

reduce

the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2)

reduce

the principal payable in respect of the Notes on any date, or extend the fixed maturity of any such Note or the Payment Date for

any Installment (including, in each case, by altering any provision set forth under Article 14);

(3)

reduce

the rate of or extend the stated time for payment of interest on any such Note;

(4)

reduce

the premium payable upon the redemption of any Note or change the dates on which any such premium is payable upon redemption;

(5)

make

any such Note payable in currency other than that stated in such Notes;

(6)

[reserved];

100

(7)

impair

the contractual right expressly set forth in this Indenture or the Notes of any Holder to institute suit for the enforcement of any

payment on or with respect to such Holder’s Notes on or after the due dates therefor; or

(8)

make

any change to Section 9.01 and this Section 9.02.

(c)

Without the consent of the Holders of at least 75% in aggregate principal amount of the Notes then outstanding, no amendment or waiver

may (A) make any change in any Collateral Documents or the provisions of Article 12 or application of trust proceeds

of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Notes Obligations,

(B) change or alter the priority of the Liens securing the Notes Obligations in respect of such Notes in any material portion of

the Collateral in any way adverse to the Holders of such Notes in any material respect, other than, in each case, as provided under the

terms of the Collateral Documents (as in effect on the Issue Date) or (C) permit the amendment, modification, waiver or termination

of any of the Datacenter Leases in a manner materially adverse to the interests of the Holders (except, in the case of this clause (C),

as set forth in Section 4.21).

(d)

For the avoidance of doubt, no amendment, waiver, modification or deletion of the provisions described under Article 3 or

Article 4 shall be deemed to impair or affect any rights of Holders to institute suit for the enforcement of any payment

on or with respect to, or to receive payment of principal of, or premium, if any, or interest on, the Notes.

(e)

The consent of the Holders is not necessary under this Section 9.02 to approve the particular form of any proposed amendment,

supplement or waiver. It is sufficient if such consent approves the substance of the proposed amendment or supplement. A consent to any

amendment, supplement or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes will

not be rendered invalid by such tender.

(f)

After an amendment, supplement or waiver under this Indenture becomes effective, the Issuer is required to give to the Holders a notice

briefly describing such amendment, supplement or waiver. However, any failure of the Issuer to give such notice to all of the Holders,

or any defect in the notice will not impair or affect the validity of any such amendment, supplement or waiver.

Section

9.03 Effect of Consents.

Until

an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of

a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note,

even if notation of the consent is not made on any Note. An amendment, supplement or waiver becomes effective in accordance with its

terms and thereafter binds every Holder.

Section

9.04 Notation on or Exchange of Notes.

The

Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in

exchange for all Notes may issue and the Trustee shall, upon receipt of a Company Order, authenticate new Notes that reflect the amendment,

supplement or waiver.

Failure

to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

101

Section

9.05 Trustee to Sign Amendments, etc.

Upon

the request of the Issuer and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders

as aforesaid, the Trustee shall sign any amended or supplemental indenture or other amendment of or supplement to or waiver under any

Notes Document authorized pursuant to this Article 9 if the amendment, supplement or waiver does not adversely affect the

rights, duties, liabilities, indemnities or immunities of the Trustee under this Indenture, in which case the Trustee may in its discretion,

but will not be obligated to, enter into such amended or supplemental indenture or any amendment of or supplement to or waiver under

any Notes Document. In executing any amended or supplemental indenture or other amendment of or supplement to or waiver under any Notes

Document, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon,

in addition to the documents set forth in Section 13.02, an Officer’s Certificate and an Opinion of Counsel each stating

that the execution of such amended or supplemental indenture or other amendment of or supplement to or waiver under any Notes Document

is authorized or permitted by this Indenture.

Article

SATISFACTION AND DISCHARGE

Section

10.01 Satisfaction and Discharge.

This

Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

(1)

either:

(a)

all

such Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose

payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation;

(b)

all

such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the issuance of

a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Subsidiary Guarantor has

irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash

in Dollars, non-callable Government Securities or a combination of cash in Dollars and non-callable Government Securities, in amounts

as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Debt on the Notes not

delivered to the Trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;

(2)

Default or Event of Default under this Indenture has occurred and is continuing on the date of the deposit (other than a Default

or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach

or violation of, or constitute a default under, any other instrument to which the Issuer or any Subsidiary Guarantor is a party or

by which the Issuer or any Subsidiary Guarantor is bound;

(3)

the

Issuer or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it with respect to the Notes under this Indenture;

and

(4)

the

Issuer has delivered irrevocable written instructions to the Trustee under this Indenture to apply the deposited money toward the

payment of the Notes at maturity or the redemption date, as the case may be.

102

addition, the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions

precedent to satisfaction and discharge have been satisfied.

Notwithstanding

the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1)

of this Section 10.01, the provisions of Section 10.02 and Section 8.06 hereof will survive. In addition, nothing

in this Section 10.01 will be deemed to discharge those provisions of Section 7.06 hereof, that, by their terms, survive

the satisfaction and discharge of this Indenture.

Section

10.02 Application of Trust Money.

Subject

to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 10.01 hereof shall be

held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or

through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled

thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee; but such

money need not be segregated from other funds except to the extent required by law.

the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 10.01 hereof by reason

of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise

prohibiting such application, the Issuer’s and any applicable Subsidiary Guarantor’s obligations under this Indenture and

the Notes Documents shall be revived and reinstated as though no deposit had occurred pursuant to Section 10.01 hereof; provided

that if the Issuer has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of

its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or

Government Securities held by the Trustee or Paying Agent.

Article

SUBSIDIARY GUARANTEES

Section

11.01 Guarantee.

(a)

Subject to this Article 11, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally

guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective

of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

(1)

the

principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration,

redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations

of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance

with the terms hereof and thereof; and

(2)

case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid

in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration

or otherwise.

103

Failing

payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will be

jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and

not a guarantee of collection. The obligations of each Subsidiary Guarantor in respect of its guarantee are secured by the Collateral

on a senior secured basis as provided in the Collateral Documents.

(b)

The Subsidiary Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or

enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with

respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other

circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby

waives diligence, presentment, demand of payment, filing of claims with a court in the event of Insolvency or Liquidation Proceeding

of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that

this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

(c)

If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian,

trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by

either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force

and effect.

(d)

Each Subsidiary Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any

obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that,

as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the

obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee,

notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby,

and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations

(whether or not due and payable) will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary

Guarantee. The Subsidiary Guarantors will have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the

exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Section

11.02 Limitation on Subsidiary Guarantor Liability.

Each

Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that

the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,

the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable

to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably

agree that the obligations of such Subsidiary Guarantor will be limited to the maximum amount that will, after giving effect to such

maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after

giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor

in respect of the obligations of such other Subsidiary Guarantor under this Article 11, result in the obligations of such

Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.

104

Section

11.03 Releases.

(a)

The Subsidiary Guarantee of a Subsidiary Guarantor shall be released automatically:

(1)

upon

the liquidation or dissolution of such Subsidiary Guarantor to the extent permitted by this Indenture;

(2)

upon

the full and final payment of the Notes and performance of all Notes Obligations of the Issuer and the Subsidiary Guarantors under

this Indenture and the Notes;

(3)

upon

defeasance or satisfaction and discharge of the Notes as provided in Article 8 and Article 10 hereof; or

(4)

described in Article 9.

(b)

Upon delivery by the Issuer to the Trustee of an Officer’s Certificate certifying that (i) the action or event giving rise

to a release has occurred as specified above and (ii) the release is authorized or permitted by this Indenture, the Trustee shall

execute any documents reasonably requested by the Issuer or the Trustee in order to evidence the release of any Subsidiary Guarantor

from its obligations under its Subsidiary Guarantee.

(c)

Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 11.03 will

remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any

Subsidiary Guarantor under this Indenture as provided in this Article 11.

Section

11.04 Notation Not Required.

Neither

the Issuer nor any Subsidiary Guarantor shall be required to make a notation on the Notes to reflect any Subsidiary Guarantee or any

release, termination or discharge thereof.

Article

COLLATERAL AND SECURITY

Section

12.01 Grant of Security Interest.

(a)

The due and punctual payment of the Notes Obligations will be secured, as of the Issue Date, as provided in the Collateral Documents.

The Issuer hereby consents and agrees, and shall cause each of the Subsidiary Guarantors, to be bound by the terms of the Collateral

Documents to which they are parties, as of the Issue Date and as the same may be in effect from time to time, and agree to perform their

obligations thereunder in accordance therewith. The Issuer hereby agrees, and shall cause the Subsidiary Guarantors to agree, that the

Collateral Agent shall hold the Collateral (directly or through co-trustees or agents) on behalf of and for the benefit of all of the

Holders and the other holders of Notes Obligations.

(b)

Each Holder, by its acceptance of any Notes and the Subsidiary Guarantees, consents and agrees to the terms of the Collateral Documents

(including, without limitation, the provisions providing for foreclosure and release of Collateral and amendments to the Collateral Documents)

as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and appoints Wilmington

Trust, National Association as the Collateral Agent. Each Holder, by accepting any Notes and the Subsidiary Guarantees, authorizes and

directs the Collateral Agent to enter into any Collateral Documents to the extent not already entered into and to perform its obligations

and exercise its rights thereunder in accordance therewith, subject to the terms and conditions thereof. Each of the Trustee, the Collateral

Agent and the Holders, by accepting any Notes and the Subsidiary Guarantees, acknowledges that, as more fully set forth in the Collateral

Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the holders of Notes Obligations, the

Collateral Agent and the Trustee, and the Lien created by Collateral Documents is subject to and qualified and limited in all respects

by the Collateral Documents and actions that may be taken thereunder.

105

Section

12.02 Further Assurances; Liens on Additional Property.

(a)

Subject to the limitations under this Indenture and/or the Collateral Documents, the Issuer and each of the Subsidiary Guarantors will

do or cause to be done all acts and things that may be required to ensure that the Collateral Agent holds, for the benefit of the holders

of the Notes Obligations, duly created and enforceable and perfected first-priority Liens (subject to Permitted Liens) on the Collateral

(including any property or assets that are acquired or otherwise become, or are required by any Notes Document to become, Collateral

after the Issue Date).

(b)

Subject to the limitations under this Indenture and/or the Collateral Documents, at any time and from time to time (in each case, subject

to the terms of the applicable Notes Documents), the Issuer and each of the Subsidiary Guarantors will promptly execute, acknowledge

and deliver such security documents, instruments, certificates, notices and other documents, and take such other actions (including the

filing of financing statements, amendments to financing statements and continuation statements) as may be reasonably required to create,

perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Notes Documents

for the benefit of the holders of Notes Obligations.

(c)

Neither the Collateral Agent nor the Trustee shall be responsible to file financing statements or continuation statements, or be responsible

for maintaining the security interests purported to be created under the Collateral Documents (except for the safe custody of any Collateral

in its possession and the accounting for moneys actually received by it under the Collateral Documents) and such responsibility shall

be solely that of the Issuer and the Subsidiary Guarantors.

Section

12.03 [Reserved].

Section

12.04 Release and Subordination of Collateral.

(a)

The Liens on the Collateral of this Indenture will no longer secure the Notes outstanding under this Indenture or any other Notes Obligations

with respect to such Notes, and the right of the Holders to the benefits and proceeds of the Liens on the Collateral will terminate and

be discharged, in each case, automatically and without the need for any further action by any Person:

(1)

connection with any sale, assignment, transfer, conveyance or other disposition of such properties or assets (including as part of

or in connection with any other sale or other disposition that does not violate the provisions set forth in Section 4.13 and

Article 5 hereof) to a Person that is not (after giving effect to such transaction) the Issuer or a Subsidiary Guarantor,

if the sale or other disposition does not violate the provisions set forth in Section 4.13 and Article 5 hereof;

106

(2)

the case of a Subsidiary Guarantor that is released from its Subsidiary Guarantee pursuant to the terms of this Indenture, the release

of the property or assets, of such Subsidiary Guarantor;

(3)

the extent set forth in Article 9 hereof;

(4)

upon

the full and final payment of the Notes and performance of all Notes Obligations of the Issuer and the Subsidiary Guarantors under

this Indenture and the Notes;

(5)

upon

Legal Defeasance or Covenant Defeasance under this Indenture pursuant to Article 8 hereof or upon the satisfaction and

discharge of this Indenture in accordance with Article 10 hereof;

(6)

required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent

pursuant to the Collateral Documents or by the Applicable Collateral Agent pursuant to the First Lien Intercreditor Agreement; and

(7)

such assets constitute Excluded Property.

(b)

Each Holder, by its acceptance of the Notes agrees that the Collateral Agent is authorized to subordinate the Liens granted to it under

the Collateral Documents in accordance with Section 6.11 of the Security Agreement without the consent, authorization, direction

or instruction of any Holder or the Trustee.

Section

12.05 Release and Subordination Documentation.

Upon

compliance with the conditions to release of all or any portion of the Collateral or subordinate its Lien on any portion of the Collateral

set forth in Section 12.04, the Collateral Agent shall, without the consent or authorization of any Holder, and without any consent,

direction or instruction from the Trustee, forthwith take all necessary action (at the written request of and the expense of the Issuer)

to release and re-convey to the Issuer or any other Grantor or to subordinate its Lien, as the case may be, the applicable portion of

the Collateral that is authorized to be released pursuant to Section 12.04, and shall deliver such Collateral in its possession

to the Issuer or any other Grantor, as the case may be, including, without limitation, executing and delivering releases and satisfactions

or subordination agreements wherever required. The Trustee and Collateral Agent shall be entitled to receive an Officer’s Certificate

stating that all conditions precedent under this Indenture have been complied with and that it is permitted for the Trustee and/or the

Collateral Agent to execute and deliver the instruments or documents requested by the Issuer in connection with such release or subordination.

Section

12.06 [Reserved].

Section

12.07 Purchaser Protected.

purchaser or grantee of any property or rights purporting to be released from the Liens in favor of the Collateral Agent shall be bound

to ascertain the authority of the Collateral Agent or Trustee to execute the release or to inquire as to the existence of any conditions

herein prescribed for the exercise of such authority.

107

Section

12.08 Authorization of Receipt of Funds by the Trustee Under the Collateral Documents.

The

Trustee is authorized to receive any funds for the benefit of Holders distributed under the Collateral Documents and to apply such funds

as provided in Section 6.07.

Section

12.09 Powers Exercisable by Receiver or Trustee.

case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 12

upon the Issuer or Grantor, as applicable, with respect to the release, sale or other disposition of such property may be exercised

by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar

instrument of the Issuer or any Grantor, as applicable, or of any officer or officers thereof required by the provisions of this Article

12.

Section

12.10 Real Estate Deliverables.

(a)

Within 180 days of the Issue Date (or, in the event the Issuer is unable to cause such deliverables to be obtained on or prior to such

date, such longer period during which the Issuer is using commercially reasonable efforts to obtain such deliverables), with respect

to any real property Collateral owned, leased or otherwise held as of the Issue Date, the Issuer and the Subsidiary Guarantors shall

deliver or cause to be delivered the following to the Collateral Agent:

(i)

a Mortgage, duly executed and delivered by the fee and leasehold owners of such real property and suitable for recording in the applicable

recording office(s) in order to create a valid and enforceable first priority Lien subject to no other Liens except Permitted Liens,

together with evidence that all filing and recording Taxes and fees have been paid or otherwise provided for;

(ii)

opinions of counsel regarding the due authorization, execution, delivery, enforceability and perfection of such Mortgage and such other

matters customarily covered in real estate opinions;

(iii)

a policy or marked up unconditional binder of title insurance, paid for by the Issuer, in the amount of the lesser of (A) the amount

of the Notes; or (B) the Fair Market Value of the respective Real Estate Assets insured thereby, issued by a nationally recognized

title insurance company (the “Title Insurer”) insuring the Lien of such Mortgage as a valid Lien on the real property

described therein, free of any other Liens except Permitted Liens, together with such customary (as determined in good faith by the Issuer)

endorsements, coinsurance and reinsurance;

(iv)

a survey with respect to such real property (including all improvements, easements and other customary matters thereon), as applicable,

for which all necessary fees have been paid, which (A) complies in all material respects with the minimum detail requirements of

the American Land Title Association and American Congress of Survey and Mapping as such requirements are in effect on the date of preparation

of such survey and (B) is sufficient for the Title Insurer to remove all standard survey exceptions from the title insurance policy

relating to such real property and to issue survey-related endorsements; provided, however, that so long as the Title Insurer

shall accept the same to eliminate the standard survey exceptions from such policy and issue survey-related endorsements, in lieu of

a new survey, Issuer may provide an existing survey together with an affidavit of no change;

(v)

copies of any applicable leases;

(vi)

memorandums of lease, subordination, non-disturbance and attornment agreements from fee mortgagees, estoppel letters and landlord consents,

all as applicable; and

108

(vii)

such customary affidavits, certificates, information or instruments of indemnification as shall be required to induce the Title Insurer

to issue the title policy.

(b)

Within 180 days of the Issue Date (or, in the event the Issuer is unable to cause such deliverable to be obtained on or prior to such

date, such longer period during which the Issuer is using commercially reasonable efforts to obtain such deliverable), with respect to

any real property Collateral owned, leased or otherwise held as of the Issue Date, the Issuer and the Subsidiary Guarantors shall deliver

or cause to be delivered a customary subordination, non-disturbance and attornment agreement with CoreWeave.

(c)

Notwithstanding the foregoing, the actions otherwise required by the foregoing may be extended or waived by the Issuer where the Issuer

or any Subsidiary Guarantor reasonably determines that such actions cannot be accomplished without undue effort or expense or by the

time or times at which it would otherwise be required or that the burden, cost or consequences of such actions is excessive in relation

to the practical benefits to be obtained therefrom.

Article

MISCELLANEOUS

Section

13.01 Notices.

Any

notice or communication by the Issuer or the Trustee or Collateral Agent to the other party hereto is duly given if in writing and delivered

in Person or mailed by first class mail (registered or certified, return receipt requested), email, facsimile transmission or overnight

air courier guaranteeing next-day delivery, to the others’ address:

to the Issuer:

APLD

ComputeCo 3 LLC

c/o

Applied Digital Corporation

Attn:

Mark Chavez

General

Counsel

3811

Turtle Creek Blvd., Suite 2100

Dallas,

Texas 75219

Email:

machavez@applieddigital.com

to the Trustee or the Collateral Agent:

Wilmington

Trust, National Association

Wood Avenue South, Suite 1000

Iselin,

NJ 08830

Attn:

APLD ComputeCo 3 Notes Administrator

The

Issuer, the Trustee or the Collateral Agent, by notice to the others, may designate additional or different addresses for subsequent

notices or communications.

All

notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand,

if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when sent, without

automatic reply that such was unsuccessful, if emailed; when receipt acknowledged, if sent by facsimile transmission; and the

next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

109

Any

notice or communication to a Holder will be delivered electronically or mailed by first class mail, certified or registered, return receipt

requested, or by overnight air courier guaranteeing next day delivery or emailed to its address shown on the register kept by the Registrar.

Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

For so long as any Notes are represented by Global Notes, all notices to Holders will be delivered to DTC, which will give such notices

to the Holders of book-entry interests in accordance with the applicable procedures of DTC, delivery of which shall be deemed to satisfy

the requirements of this paragraph.

a notice or communication is delivered or mailed in the manner provided above within the time prescribed, it is duly given, whether or

not the addressee receives it.

the Issuer delivers a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Section

13.02 Certificate and Opinion as to Conditions Precedent.

Upon

any request or application by the Issuer to the Trustee to take any action under this Indenture (other than in connection with the Company

Order, dated the date hereof, and delivered to the Trustee in connection with the issuance of the Initial Notes), the Issuer shall furnish

to the Trustee:

(1)

Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth

in Section 13.03 hereof) stating that, in the opinion of the signer, all conditions precedent, if any, provided for in this

Indenture relating to the proposed action have been satisfied; and

(2)

Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section

13.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent, if any, provided for in this Indenture

relating to the proposed action have been complied with.

Any

Officer’s Certificate may be based, insofar as it relates to legal matters, upon an Opinion of Counsel. Any Opinion of Counsel

may be based and may state that it is so based, insofar as it relates to factual matters, upon an Officer’s Certificate stating

that the information with respect to such factual matters is in the possession of the Issuer or a Subsidiary of the Issuer.

Section

13.03 Statements Required in Certificate or Opinion.

Each

Officer’s Certificate or Opinion of Counsel with respect to compliance with a condition precedent provided for in this Indenture

or the other Notes Documents must include substantially:

(1)

statement that the Person making such certificate or opinion has read such condition;

(2)

brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in

such certificate or opinion are based;

(3)

statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him

or her to express an informed opinion as to whether or not such condition has been satisfied; and

(4)

statement as to whether or not, in the opinion of such Person, such condition has been satisfied.

110

Section

13.04 Rules by Trustee and Agents.

The

Trustee may make reasonable rules for action by or at a meeting of Holders. The Agents may make reasonable rules and set reasonable requirements

for its functions.

Section

13.05 No Personal Liability of Directors, Officers, Employees and Stockholders.

director, officer, employee, incorporator, member, manager, Affiliate, or stockholder of any Company Party, as such, will have any liability

for any Obligations of the Company Parties under the Notes Documents, or for any claim based on, in respect of, or by reason of, such

Obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part

of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Section

13.06 Governing Law.

(a)

THIS INDENTURE, THE NOTES, AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE

OF NEW YORK.

(b)

Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York

sitting in the Borough of Manhattan, New York County and of the United States District Court of the Southern District of New York sitting

in the Borough of Manhattan, and any appellate court from any jurisdiction thereof, in any action or proceeding arising out of or relating

to this Indenture, the Notes or any Subsidiary Guarantees, or for recognition or enforcement of any judgment, and each of the parties

hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined

in such New York State or, to the extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any

such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner

provided by law. Nothing in this Indenture shall affect any right that any party hereto otherwise have to bring any action or proceeding

relating to this Indenture against any party hereto or its properties in the courts of any jurisdiction.

(c)

Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which

it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture in

any court referred to in Section 13.06(b) hereto. Each party hereto irrevocably waives, to the fullest extent permitted by law,

the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)

Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 13.01 hereof, such

service to be effective upon receipt. Nothing in this Indenture will affect the right of any party hereto to serve process in any other

manner permitted by law.

Section

13.07 Waiver of Immunity.

the extent that the Issuer has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether

through service of notice, attachment prior to judgment, attachment in aid of execution or execution, on the ground of sovereignty or

otherwise) with respect to itself or its property, it hereby irrevocably waives, to the fullest extent permitted by applicable law, such

immunity in respect of its obligations under this Indenture and/or the Notes.

111

Section

13.08 Waiver of Jury Trials.

ALL

PARTIES HERETO AND THE HOLDERS (BY ACCEPTANCE OF THE NOTES) HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING

OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS

CONTEMPLATED HEREBY OR THEREBY.

Section

13.09 No Adverse Interpretation of Other Agreements.

This

Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other

Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section

13.10 Successors.

All

agreements of the Issuer in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will

bind its successors.

Section

13.11 Patriot Act.

The

parties hereto acknowledge that in accordance with Section 326 of the Patriot Act, the Trustee, like all financial institutions and in

order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies

each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree

that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the

Patriot Act.

Section

13.12 Severability.

case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability

of the remaining provisions will not in any way be affected or impaired thereby.

Section

13.13 Counterpart Originals.

The

parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the

same agreement. The exchange of copies of this Indenture and of signature pages by facsimile, PDF or other electronic transmission shall

constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture

and signature pages for all purposes and will be of the same effect, validity and enforceability as manually executed signatures or a

paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic

Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001-7006), the Electronic Signatures and Records Act

of 1999 (N.Y. State Tech. §§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act;

provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic

signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee.

112

Section

13.14 Table of Contents, Headings, etc.

The

Table of Contents and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are

not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section

13.15 Legal Holidays.

any case where any interest payment date, redemption date, Change of Control Payment Date, Payment Date or Stated Maturity of any Note

shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of principal (or premium,

if any) or interest or other required payment need not be made on such date, but may be made on the next succeeding Business Day with

the same force and effect as if made on such interest payment date, redemption date, Change of Control Payment Date, Payment Date or

Stated Maturity; provided that no interest shall accrue on such payment for the period from and after such interest payment date,

redemption date, Change of Control Payment Date, Payment Date or Stated Maturity, as the case may be.

Article

PRINCIPAL AMORTIZATION

Section

14.01 Installment Payments.

The

Issuer will make installment payments, in cash, in accordance with the procedures described below, consisting of partial redemptions

in an initial amount equal to 2.70% per annum of the original principal amount of the Notes issued on the Issue Date (each, an “Installment”),

which amount shall increase by 0.50% per annum on each anniversary of the Issue Date commencing after the first Installment is due, subject

to adjustment as set forth under Section 14.02.

Installment

amounts on the Notes will begin to accrue from the final Commencement Date which occurs with respect to all Datacenter Leases in effect

on the Issue Date (the “Final Commencement Date”) and will become payable commencing on the first Payment Date to

occur after the Final Commencement Date (or commencing on the second such Payment Date to occur after the Final Commencement Date, solely

if the Final Commencement Date is within 15 days of the first Payment Date that occurs immediately following the Final Commencement Date,

in which case the initial Installment payable on the second Payment Date following the Final Commencement Date shall include accrued

and unpaid Installment amounts in respect of the period commencing on, and including, the Final Commencement Date to, but excluding,

the first Payment Date following the Final Commencement Date, in addition to the Installment in respect of the period commencing on,

and including, the first Payment Date following the Final Commencement Date to, but excluding, such second Payment Date following the

Final Commencement Date). Installment amounts for any applicable Payment Date will be computed on the basis of a 360-day year comprised

of twelve 30-day months, and with respect to any period less than a full calendar month, on the basis of the actual number of days elapsed

during the period. The total amount of each Installment shall be rounded to the nearest $2,000 or integral multiple of $1,000 in excess

thereof to maintain authorized denominations.

Payments

of Installments shall be paid by the Issuer, and shall be allocated to Holders, in the manner applicable to optional redemptions of the

Notes as set forth under paragraph 5 of the Notes (i.e. the Notes to be redeemed will be selected on a pro rata basis or by lot or such

other similar method in accordance with the procedures of DTC, unless otherwise required by law or applicable stock exchange requirements).

Installments shall be payable on Payment Dates only, and no accrued Installment payments shall be payable in connection with any optional

redemption of the Notes, repurchase of the Notes or other acquisition of the Notes. The Issuer shall deliver to the Trustee and Holders

a written notice in accordance with the procedures set forth under paragraph 5 of the Notes setting forth in detail the amount of each

Installment. The Trustee shall not be deemed to have knowledge of, duty or obligation to monitor or confirm, on a continuing basis or

otherwise, the Final Commencement Date, required Installment, or change thereto unless the Trustee has received written notice thereof

from the Issuer.

113

Section

14.02 Modifications to Amortization Payments.

Installments

shall be subject to reduction as set forth in this Section 14.02. In the event that any Notes are (i) optionally redeemed pursuant

to the provisions described under paragraph 5 of the Notes or (ii) acquired pursuant to the provisions described under Section 3.09,

the aggregate Installment amount payable on each Payment Date following such optional redemption or acquisition of Notes shall be decreased

by 2.70% (or such increased amount as may be in effect as a result of the 0.50% per annum increase described in Section 14.01)

of the amount of the Notes so optionally redeemed or acquired (i.e., unless further adjusted as set forth herein, each Installment shall

equal 2.70% (or such increased amount as may be in effect) of the result of (x) the principal amount of the Notes outstanding on the

Issue Date minus (y) the aggregate amount of Notes (i) optionally redeemed pursuant to the provisions described under paragraph

5 of the Notes or (ii) acquired pursuant to the provisions described under Section 3.09 prior to the applicable Payment Date).

the extent any Additional Notes are issued, either a separate CUSIP or ISIN will be issued for the Additional Notes or the aggregate

Installment amount payable on each Payment Date following such issuance of Additional Notes shall increase by an amount that results

(or that would result, but for other terms of such Additional Notes) in such Additional Notes being treated as fungible with the then-outstanding

Notes for U.S. federal income tax purposes.

Section

14.03 Notices to Trustee.

the Issuer is obligated to pay an Installment on the Notes on any Payment Date pursuant to Section 14.01, it must furnish to the

Trustee, at least five Business Days prior to the date of the notice of Installment pursuant to Section 14.05, unless a shorter

period is acceptable to the Trustee, written notice setting forth in the amount of the Installment.

The

Trustee shall not be deemed to have knowledge of, duty or obligation to monitor or confirm, on a continuing basis or otherwise, the amount

of any required Installment or any change thereto as a result of repayment, repurchase or redemption of the Notes or the issuance of

Additional Notes, unless the Trustee has received written notice thereof from the Issuer.

Section

14.04 Selection of Notes to Be Repaid.

less than all of the Notes are to be repaid by an Installment on any Payment Date pursuant to Section 14.01, the Notes to be repaid

will be selected on a pro rata basis or by lot or such other similar method in accordance with the Applicable Procedures, unless

otherwise required by law or applicable stock exchange requirements. No Notes of $2,000 or less shall be repaid in part.

any Note is to be repaid in part only, the notice of Installment that relates to that Note shall state the portion of the principal amount

of that Note that is to be repaid. In the case of certificated notes, a new Note in principal amount equal to the unrepaid portion of

the original Note shall be issued in the name of the Holder upon cancellation of the original Note.

114

Section

14.05 Notice of Installment.

Notices

of Installment shall be mailed by first class mail or delivered electronically at least 5 Business Days but not more than 60 days before

the applicable Payment Date to each Holder of Notes to be repaid, except that Installment notices may be mailed or delivered electronically

more than 60 days prior to an applicable Payment Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction

and discharge of this Indenture.

The

Notes called for repayment become due on the applicable Payment Date. Unless the Issuer defaults in the payment of the Installment, on

and after the applicable Payment Date, interest ceases to accrue on Notes or portions of them called for repayment.

Section

14.06 Effect of Notice of Installment.

Once

notice of Installment is mailed or delivered electronically in accordance with Section 14.05 hereof, Notes called for repayment

become, subject to any conditions precedent set forth in the notice of repayment, irrevocably due and payable on the applicable Payment

Date at 100% of the principal amount thereof.

Section

14.07 Deposit of Installment.

One

Business Day prior to the applicable Payment Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient

to pay the Installment. Promptly after the Issuer’s written request, the Trustee or the Paying Agent shall promptly return to the

Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the Installment.

the Issuer complies with the provisions of the preceding paragraph, on and after the Payment Date, interest will cease to accrue on the

Notes or the portions of Notes called for repayment.

a Note is repaid on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid

interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note

called for repayment is not so paid upon surrender for repayment because of the failure of the Issuer to comply with the preceding paragraph,

interest shall be paid on the unpaid principal, from the applicable Payment Date until such principal is paid, and to the extent lawful

on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section

14.08 Notes Repaid in Part.

Upon

surrender of a Note that is repaid in part, the Issuer shall issue and, upon receipt of a Company Order, the Trustee shall authenticate

for the Holder at the expense of the Issuer a new Note equal in principal amount to the unrepaid portion of the Note surrendered.

[Signatures

on following pages]

115

WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first above written.

Very truly

yours,

APLD COMPUTECO

3 LLC

By:

/s/

Saidal Mohmand

Name:

Saidal Mohmand

Title:

Chief Financial

Officer

APLD HPC

HOLDINGS 2 LLC

By:

/s/

Saidal Mohmand

Name:

Saidal Mohmand

Title:

Chief Financial

Officer

APLD

ELN-04 HOLDCO LLC

By:

/s/

Saidal Mohmand

Name:

Saidal Mohmand

Title:

Chief Financial

Officer

APLD

ELN-04 LLC

By:

/s/

Saidal Mohmand

Name:

Saidal Mohmand

Title:

Chief Financial

Officer

APLD ELN-04

LANDCO LLC

By:

/s/

Saidal Mohmand

Name:

Saidal Mohmand

Title:

Chief Financial

Officer

[Signature

Page to the Indenture]

WILMINGTON

TRUST, NATIONAL ASSOCIATION,

Trustee and Collateral Agent

By:

/s/

Latoya S. Elvin

Name:

Latoya S. Elvin

Title:

Vice President

[Signature

Page to the Indenture]

Exhibit

FORM

OF NOTE

[FACE

OF NOTE]

[Insert

the Global Note Legend, if applicable]

[Insert

the Private Placement Legend, if applicable]

[Insert

the Regulation S Temporary Global Note Legend, if applicable]

CUSIP/ISIN:

____________

7.000%

Senior Secured Notes due 2031

No. ___

$ [as

revised by the Schedule of Increases and Decreases in Global Note attached hereto]1

APLD

COMPUTECO 3 LLC

promises

to pay to ______________________________ or registered assigns the principal sum of _______________________________________________________

dollars on June 15, 2031.

Interest Payment Dates: June 15 and December 15

Record Dates: June 1 and December 1

Dated:

_____________, 20___

APLD COMPUTECO 3

LLC

By:

Name:

Title:

This is

one of the Notes referred to in the within-mentioned Indenture:

WILMINGTON TRUST,

NATIONAL ASSOCIATION,

as Trustee

By:

Name:

Title:

Dated:

_______________, 20___

Insert in Global Notes only.

A-1

[BACK

OF NOTE]

7.000%

Senior Secured Notes due 2031

Capitalized

terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Interest. APLD ComputeCo 3 LLC, a Delaware limited liability company (the “Issuer”), promises to pay interest

on the principal amount of this Note at 7.000% per annum from June 16, 2026 until maturity. The Issuer shall pay interest semi-annually

in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (and

without any additional interest or other payment in respect of any delay) (each, an “Interest Payment Date”), with

the same force and effect as if made on such date. Interest on the Notes will accrue from the most recent date to which interest has

been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the

payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest

Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further, that the first Interest

Payment Date shall be December 15, 2026. Interest will be computed on the basis of a 360-day year of twelve 30-day months, and with respect

to any period less than a full calendar month, on the basis of the actual number of days elapsed during the period

Method of Payment. The Issuer shall pay interest on the Notes to the Persons who are registered Holders of Notes on June 1 and

December 1 (whether or not a Business Day) immediately preceding the Interest Payment Date, except that interest payable at maturity

will be paid to the person to whom principal is paid. The Notes will be payable as to principal, premium, if any, and interest at the

office or agency of the Issuer maintained for such purpose, or, at the option of the Issuer, payment of interest may be made by check

mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of

immediately available funds will be required with respect to principal of, and interest and premium, if any, on all Global Notes and

all other Notes the Holders of which will have provided wire transfer instructions to the Issuer or the Paying Agent. Such payment shall

be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private

debts.

Paying Agent and Registrar. Initially, Wilmington Trust, National Association, the Trustee under the Indenture, will act as Paying

Agent and the Registrar. The Issuer may change any Paying Agent or the Registrar without prior notice to any Holder. The Issuer or any

of its Subsidiaries may act in any such capacity.

Indenture. The Issuer issued the Notes as one of a duly authenticated series of securities of the Issuer issued and to be issued

in one or more series under an Indenture dated as of June 16, 2026 (the “Indenture”), among the Issuer, HoldCo, the

Subsidiary Guarantors, the Trustee and the Collateral Agent, and Holders are referred to the Indenture for a statement of such terms.

To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall

govern and be controlling. The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.07 of the Indenture.

Optional Redemption.

(1)

At any time prior to June 15, 2028, the Issuer may, on any one or more occasions, redeem all or a part of the Notes at a redemption price

equal to 100% of the principal amount of the Notes to be redeemed, plus the Applicable Premium as of, and accrued and unpaid interest,

if any, to, but excluding, the redemption date, subject to the rights of the Holders of such Notes on the relevant record date to receive

interest due on the relevant interest payment date.

(2)

At any time prior to June 15, 2028, the Issuer may, on any one or more occasions, redeem Notes in an amount not to exceed the cash proceeds

from any Equity Offering at a redemption price equal to 107.000% of the principal amount of such Notes, plus accrued and unpaid interest,

if any, to, but excluding, the redemption date (subject to the rights of the Holders of such Notes on the relevant record date to receive

interest due on the relevant interest payment date), in an aggregate principal amount for all such redemptions not to exceed 40% of the

aggregate principal amount of the Notes issued under the Indenture; provided that:

(i)

each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and

(ii)

not

less than 50% of the aggregate principal amount of the Initial Notes remains outstanding immediately thereafter (excluding Notes

held by the Issuer or any of its Subsidiaries), unless all such Notes are redeemed or repurchased or to be redeemed or repurchased

substantially concurrently.

(3)

At any time on or after June 15, 2028, the Issuer may, on any one or more occasions, redeem all or a part of the Notes at the following

redemption prices (expressed as a percentage of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid

interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period beginning on June 15 of each of the

years indicated below subject to the rights of the Holders of such Notes on the relevant record date to receive interest due on the relevant

interest payment date:

Year

Percentage

2028

103.500 %

2029

101.750 %

2030 and thereafter

100.000 %

(4)

At any time prior to June 15, 2028, the Issuer may, during each calendar year, on one or more occasions, redeem up to 10% of the aggregate

principal amount of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional

Notes), at a redemption price equal to 103% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if

any, to, but excluding, the redemption date, subject to the rights of Holders of such Notes on the relevant record date to receive interest

due on the relevant interest payment date.

(5)

Notwithstanding the foregoing, in connection with any tender offer for or other offer to purchase the Notes, including a Change of Control

Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw

such Notes in such offer and the Issuer, or any third party making such an offer in lieu of the Issuer, purchase all of the Notes validly

tendered and not withdrawn by such Holders, all Holders will be deemed to have consented to such offer, and the Issuer or such third

party will have the right upon not less than 10 nor more than 60 days’ notice, given not more than 30 days following such offer

expiration date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) Notes that remain outstanding, in

whole but not in part, following such purchase at a price equal to the price paid to each other Holder (excluding any early tender, incentive

or similar fee) in such offer, plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to,

but excluding, such redemption date. In determining whether the Holders of at least 90% of the aggregate principal amount of the then

outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer or other offer to purchase, such calculation

shall include all Notes owned by an Affiliate of the Issuer (notwithstanding any provision of the Indenture to the contrary).

A-2

(6)

If a redemption date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall

accrue on any amount that would have been otherwise payable on such redemption date if it were a Business Day for the intervening period.

(7)

If the optional redemption date is on or after an interest record date but on or prior to the related interest payment date, then any

accrued and unpaid interest in respect of Notes subject to redemption will be paid on the redemption date to the Person in whose name

the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes

will be subject to redemption by the Issuer.

(8)

The aggregate principal amount of any Notes optionally redeemed pursuant to the foregoing provisions of this paragraph 5 shall be applied

to reduce on a dollar-for-dollar basis the Installments of the Notes payable pursuant to the provisions described under Article 14

of the Indenture in direct order of Payment Date.

Offer to Repurchase Upon a Change of Control. Upon the occurrence of a Change of Control, the Issuer shall make a “Change

of Control Offer” in accordance with Section 4.11 of the Indenture.

[Reserved].

Notice of Redemption. Any notice of redemption will be furnished to each Holder whose Notes are to be redeemed in accordance with

Section 3.03 of the Indenture.

Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral

multiples of $1,000 in excess of $2,000. A Holder may transfer or exchange Notes in accordance with the provisions of the Indenture.

The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in

connection with a transfer of Notes. There will be no service charge for any transfer or exchange of the Notes, but Holders will be required

to pay all taxes due on transfer. The Issuer is not required to transfer or exchange any Note selected for redemption or to transfer

or exchange any Note for a period of 15 days before a selection of Notes to be redeemed. The registered Holder will be treated as the

owner of the Note for all purposes.

10.

Persons Deemed Owners. The registered Holder of a Note shall be treated as its owner for all purposes.

11.

Amendment, Supplement and Waiver. Subject to certain exceptions set forth in the Indenture, the Issuer, the Subsidiary Guarantors

and the Trustee may amend or supplement the Notes Documents with the consent of the Holders of at least a majority in principal aggregate

amount of the Notes then outstanding and any existing Default or Event of Default (other than a Default or Event of Default in the payment

of the principal of, premium or interest on such Notes, except a payment default resulting from an acceleration that has been rescinded)

or compliance with any provision of the Notes Documents may be waived with the consent of the Holders of a majority in principal aggregate

amount of the Notes then outstanding. Without the consent of each Holder affected, the Notes Documents may not (with respect to any such

Notes held by a non-consenting Holder) be amended, supplemented or waived for certain purposes set forth in the Indenture.

A-3

12.

Defaults and Remedies. Events of Default include those events as set forth in the Indenture. In the case of an Event of Default

with respect to the Issuer with respect to the Notes arising from certain events of bankruptcy or insolvency, principal of and accrued

and unpaid interest on all the Notes that are outstanding will become due and payable immediately without further action or notice. If

any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the Notes that

are outstanding may declare the principal of and accrued and unpaid interest on all the Notes to be due and payable immediately. Subject

to certain limitations set forth in the Indenture, Holders of a majority in aggregate principal amount of the then-outstanding Notes

may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any

trust or power conferred on it. Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration

and its consequences, including any related payment default that resulted from such acceleration.

13.

Security and Collateral. The Notes will be entitled to the benefits of certain Collateral pledged for the benefit of the Holders

pursuant to the terms of the Notes Documents. Reference is hereby made to the Notes Documents for a statement of the respective rights,

limitations of rights, duties and obligations thereunder of the Issuer, the Subsidiary Guarantors, the Collateral Agent, the Trustee

and the Holders. The Issuer agrees, and each Holder by accepting a Note agrees, to the provisions contained in the Notes Documents.

14.

Trustee Dealings with Issuer. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and

may otherwise deal with the Issuer or any Subsidiary Guarantor or any Affiliate of the Issuer or any Subsidiary Guarantor with the same

rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate

such conflict within 90 days, apply to the SEC for permission to continue as Trustee (if the Indenture has been qualified under the TIA)

or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Section 7.09 of the Indenture.

15.

No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Issuer or any Subsidiary Guarantor,

as such, will have any liability for any obligations of the Issuer or the Subsidiary Guarantors under the Notes, the Indenture, the Subsidiary

Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a

Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver

may not be effective to waive liabilities under the federal securities laws.

16.

Authentication. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

17.

Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common),

TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),

and U/G/M/A (= Uniform Gifts to Minors Act).

18.

CUSIP Numbers/ISINs. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures,

the Issuer has caused CUSIP numbers/ISINs to be printed on the Notes and the Trustee may use CUSIP numbers/ISINs in notices of redemption

as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained

in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

19.

NEW YORK LAW TO GOVERN. THE INDENTURE, THIS NOTE AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE

WITH THE LAWS OF THE STATE OF NEW YORK.

20.

Principal Amortization. The Issuer shall pay Installments consisting of partial repayment of the outstanding principal amount

of this Note in accordance with Article 14 of the Indenture.

The

Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

APLD

ComputeCo 3 LLC

c/o

Applied Digital Corporation

Attn:

Mark Chavez

General

Counsel

3811

Turtle Creek Blvd., Suite 2100

Dallas,

Texas 75219

A-4

ASSIGNMENT

FORM

assign this Note, fill in the form below:

(I)

or (we) assign and transfer this Note to:

(Insert

assignee’s legal name)

(Insert

assignee’s soc. sec. or tax I.D. no.)

(Print

or type assignee’s name, address and zip code)

and

irrevocably appoint to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:

Your

Signature:

(Sign

exactly as your name appears on the face of this Note)

Signature

Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

OPTION

OF HOLDER TO ELECT PURCHASE

you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.11 and Section 4.13 of

the Indenture, state the amount you elect to have purchased:

______________________________

Date:

___________________________

Your Signature:

________________________________

(Sign exactly as your name appears on the face of this Note)

Tax

Identification No.: ___________________________

Signature

Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-5

SCHEDULE

OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The

following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a

part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date

of Exchange

Amount

of decrease in Principal Amount of this Global Note

Amount

of increase in Principal Amount of this Global Note

Principal

Amount of this Global Note following such decrease (or increase)

Signature

of authorized officer of Trustee or Custodian

This schedule should be included only if the Note is issued in global form.

A-6

Exhibit

FORM OF CERTIFICATE OF TRANSFER

APLD

ComputeCo 3 LLC

c/o

Applied Digital Corporation

Attn:

Mark Chavez

General

Counsel

3811

Turtle Creek Blvd., Suite 2100

Dallas,

Texas 75219

Email:

machavez@applieddigital.com

Wilmington

Trust, National Association

Wood Avenue South, Suite 1000

Iselin,

NJ 08830

Attn:

APLD ComputeCo 3 Notes Administrator

Re: 7.000%

Senior Secured Notes due 2031

Reference

is hereby made to the Indenture, dated as of June 16, 2026 (the “Indenture”), among APLD ComputeCo 3 LLC, as

issuer (the “Issuer”), APLD HPC Holdings 2 LLC (“HoldCo”), the Subsidiary Guarantors

party thereto and Wilmington Trust, National Association, as trustee and collateral agent. Capitalized terms used but not defined herein

shall have the meanings given to them in the Indenture.

_____________

(the “Transferor”) owns and proposes to transfer the Notes or interest in such Notes specified in Annex A hereto,

in the principal amount of $___________ in such Notes or interests (the “Transfer”), to _____________ (the

“Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby

certifies that:

[CHECK

ALL THAT APPLY]

☐ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant

to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act

of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that

the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing

the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises

sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning

of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities

laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the

transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement

Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

B-1

☐ Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive

Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 of Regulation

S under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person

in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor

and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction

was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting

on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been

made in contravention of the requirements of Rule 903(b) or Rule 904(a) of Regulation S under the Securities Act, (iii) the transaction

is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being

made prior to the expiration of the Distribution Compliance Period, the transfer is not being made to a U.S. Person or for the account

or benefit of a U.S. Person (other than an initial purchaser). Upon consummation of the proposed transfer in accordance with the terms

of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in

the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities

Act.

☐ Check and complete if Transferee will take delivery of a beneficial interest in the Restricted Definitive Note pursuant to

any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer

restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance

with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor

hereby further certifies that (check one):

(1)

☐

such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

(2)

☐

such Transfer is being effected to the Issuer or a subsidiary thereof;

(3)

☐

such Transfer is being effected pursuant to an effective registration statement under the Securities Act in compliance with the prospectus

delivery requirements of the Securities Act;

(4)

☐

such Transfer is being effected to an Institutional Accredited Investor pursuant to an exemption from the registration requirements

of the Securities Act other than Rule 144A, Rule 144, or Rule 903 or Rule 904 of Regulation S, and the Transferor hereby further

certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the

Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive

Notes and the requirements of the exemption claimed, which certification is supported by, (1) a certificate executed by the Transferee

in the form of Exhibit C to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy

of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities

Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest

or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted

Definitive Notes and in the Indenture and the Securities Act.

B-2

☐ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive

Note.

(1)

☐

Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144

under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky

securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private

Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer

in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to

the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive

Notes and in the Indenture.

(2)

☐

Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule

903 or Rule 904 of Regulation S under the Securities Act and in compliance with the transfer restrictions contained in the Indenture

and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in

the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation

of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will

no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global

Notes, on Restricted Definitive Notes and in the Indenture.

(3)

☐

Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an

exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 of Regulation S and

in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State

of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required

in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms

of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated

in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This

certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

[Insert

Name of Transferor]

By:

Name:

Title:

B-3

Annex

A to Certificate of Transfer

1. The

Transferor owns and proposes to transfer the following:

[CHECK

ONE OF (a) OR (b)]

(a) ☐

beneficial interest in the:

(i) ☐

144A

Global Note (CUSIP _____________), or

(ii) ☐

Regulation

S Global Note (CUSIP _____________); or

(b) ☐

Restricted Definitive Note.

2. After

the Transfer the Transferee will hold:

[CHECK

ONE OF (a), (b) OR (c)]

(a) ☐

beneficial interest in the:

(i) ☐

144A

Global Note (CUSIP _____________), or

(ii) ☐

Regulation

S Global Note (CUSIP _____________), or

(iii) ☐

Unrestricted

Global Note (CUSIP _____________); or

(b)

☐

Restricted Definitive Note; or

(c)

☐

Unrestricted Definitive Note,

accordance with the terms of the Indenture.

B-4

Exhibit

Form of Certificate of Exchange

APLD

ComputeCo 3 LLC

c/o

Applied Digital Corporation

Attn:

Mark Chavez

General

Counsel

3811

Turtle Creek Blvd., Suite 2100

Dallas,

Texas 75219

Email:

machavez@applieddigital.com

Wilmington

Trust, National Association

Wood Avenue South, Suite 1000

Iselin,

NJ 08830

Attn:

APLD ComputeCo 3 Notes Administrator

Re: 7.000%

Senior Secured Notes due 2031

Reference

is hereby made to the Indenture, dated as of June 16, 2026 (the “Indenture”), among APLD ComputeCo 3 LLC, as

issuer (the “Issuer”), APLD HPC Holdings 2 LLC (“HoldCo”), the Subsidiary Guarantors

party thereto and Wilmington Trust, National Association, as trustee and collateral agent. Capitalized terms used but not defined herein

shall have the meanings given to them in the Indenture.

_________________

(the “Owner”) owns and proposes to exchange the Notes or interest in such Notes specified herein, in the principal

amount of $_____________________ in such Notes or interests (the “Exchange”). In connection with the Exchange,

the Owner hereby certifies that:

Exchange

of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial

Interests in an Unrestricted Global Note

(1)

☐

Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.

In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in

an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired

for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions

applicable to the Restricted Global Note and pursuant to and in accordance with the United States Securities Act of 1933, as amended

(the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement

Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted

Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(2)

☐

Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with

the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner

hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii)

such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant

to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement

Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being

acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-1

(3)

☐

Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection

with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner

hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange

has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance

with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required

in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any

applicable blue sky securities laws of any state of the United States.

(4)

☐

Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s

Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive

Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with

the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii)

the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance

with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities

laws of any state of the United States.

Exchange

of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests

in Restricted Global Notes

(1)

☐

Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with

the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal

principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account

without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive

Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the

Restricted Definitive Note and in the Indenture and the Securities Act.

(2)

☐

Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with

the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ 144A Global Note,

☐ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being

acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer

restrictions applicable to the Restricted Definitive Note and pursuant to and in accordance with the Securities Act, and in compliance

with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance

with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the

Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

C-2

This

certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

[Insert

Name of Transferor]

By:

Name:

Title:

C-3

EXHIBIT

Form

of First Lien Intercreditor Agreement

D-1

FIRST

LIEN INTERCREDITOR AGREEMENT

Dated

as of [___],

among

APLD

COMPUTECO 3 LLC,

and

the

other Grantors party hereto,

WILMINGTON

TRUST, NATIONAL ASSOCIATION

the Notes Collateral Agent and Authorized Representative

[_______________],

the Initial Other Collateral Agent and Authorized Representative

and

each

Additional Agent from time to time party hereto

D-2

FIRST

LIEN INTERCREDITOR AGREEMENT dated as of [____] (as amended, amended and restated, supplemented or otherwise modified from time to time,

this “Agreement”), among APLD COMPUTECO 3 LLC, a Delaware limited liability company (the “Issuer”),

APLD HPC Holdings 2 LLC, a Delaware limited liability company and the direct parent company of the Issuer (“HoldCo”),

the other Grantors (as defined below) party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the Indenture Secured

Parties (as defined below) (in such capacity and together with its permitted successors and assigns, in such capacity, the “Notes

Collateral Agent”), [__________], as collateral agent for the Initial Other First Lien Claimholders (in such capacity and together

with its permitted successors and assigns from time to time in such capacity, the “Initial Other Collateral Agent”)

and each Additional Agent from time to time party hereto for the Additional First Lien Secured Parties of the Series with respect to

which it is acting in such capacity.

ARTICLE

Definitions

SECTION

1.01 Certain Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Indenture,

as applicable, or, if defined in the New York UCC, the meanings specified therein. As used in this Agreement, the following terms have

the meanings specified below:

“Additional

Agent” means (i) the Initial Other Collateral Agent and (ii) the collateral agent and the administrative agent and/or trustee

(as applicable) or any other similar agent or Person under any Additional First Lien Documents entered into after the date hereof, in

each case, together with its successors in such capacity.

“Additional

First Lien Debt Facility” means (i) the Initial Other First Lien Agreement and (ii) one or more debt facilities, commercial

paper facilities or indentures for which the requirements of Section 5.13 of this Agreement have been satisfied, in each case with banks,

other lenders or trustees, providing for revolving credit loans, term loans, bridge loans, letters of credit, notes or other debt or

borrowings, in each case, as amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time; provided

that the Indenture shall not constitute an Additional First Lien Debt Facility at any time.

“Additional

First Lien Documents” means, with respect to any Series of Additional First Lien Obligations, the notes, credit agreements,

indentures, security documents and other operative agreements evidencing or governing such Debt, and each other agreement entered into

for the purpose of securing any Series of Additional First Lien Obligations, in each case, as may be amended, amended and restated, restated,

supplemented, or otherwise modified, including all Initial Other First Lien Documents.

“Additional

First Lien Obligations” means, with respect to any Additional First Lien Debt Facility, (a) all principal of, and interest

(including, without limitation, any interest, fees, expenses and other amounts which accrue after the commencement of any Insolvency

or Liquidation Proceeding, whether or not allowed or allowable as a claim in any such proceeding, and also including, for the avoidance

of doubt, any “parallel debt obligations” (or equivalent term) as defined in the applicable Additional First Lien Documents)

payable with respect to, such Additional First Lien Debt Facility, (b) all other amounts payable to the related Additional First Lien

Secured Parties under the related Additional First Lien Documents and (c) any renewals of extensions of the foregoing, including all

Initial Other First Lien Obligations.

D-3

“Additional

First Lien Secured Party” means, with respect to any Series of Additional First Lien Obligations, the holders of such Additional

First Lien Obligations, the Additional Agent with respect thereto, any trustee or agent or any other similar agent or Person therefor

under any related Additional First Lien Documents and the beneficiaries of each indemnification obligation undertaken by the Issuer or

any other Grantor under any related Additional First Lien Documents, including Initial Other First Lien Claimholders.

“Agreement”

has the meaning assigned to such term in the preamble hereto.

“Applicable

Authorized Representative” means, with respect to any Shared Collateral, (i) until the earlier of (x) the Discharge of First

Lien Obligations that are Indenture Obligations and (y) the Non-Applicable Authorized Representative Enforcement Date, the Notes Collateral

Agent and (ii) from and after the earlier of (x) the Discharge of First Lien Obligations that are Indenture Obligations and (y) the Non-Applicable

Authorized Representative Enforcement Date, the Non-Applicable Authorized Representative that represents the largest outstanding Series

of First Lien Obligations.

“Applicable

Collateral Agent” means the applicable Collateral Agent for the Series of First Lien Secured Parties that constitute Controlling

Secured Parties.

“Authorized

Representative” or “Collateral Agent” means, (i) with respect to the Indenture Obligations, the Notes Collateral

Agent, (ii) in the case of any Initial Other First Lien Obligations, the Initial Other Collateral Agent, and (iii) with respect to any

Series of Additional First Lien Obligations that become subject to this Agreement on or after the date hereof, the Additional Agent designated

an Authorized Representative and/or Collateral Agent of such Series in the applicable Joinder Agreement.

“Bankruptcy

Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or

any successor statute.

“Bankruptcy

Law” means the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership

or similar law.

“Collateral”

means all assets and properties subject to Liens created pursuant to any First Lien Security Document to secure one or more Series of

First Lien Obligations.

“Control

Agreement” means an agreement among a Collateral Agent, HoldCo, the Issuer or a Subsidiary of the Issuer, and the applicable

securities intermediary or financial institution pursuant to which “control” under the Uniform Commercial Code of any jurisdiction

or any other similar applicable law over Control Collateral is provided to such Collateral Agent.

“Control

Collateral” means any Shared Collateral in the control of the Applicable Authorized Representative (or its agents or bailees)

consisting of Deposit Accounts, Securities Accounts and similar accounts, to the extent that a Lien thereon is perfected by “control”

under the Uniform Commercial Code of any jurisdiction or any other similar applicable law. All capitalized terms used in this definition

and not defined elsewhere in this Agreement have the meanings assigned to them in the New York UCC or such other similar applicable law.

“Controlling

Secured Parties” means, with respect to any Shared Collateral, (i) at any time when the Notes Collateral Agent is the Applicable

Authorized Representative, the Indenture Secured Parties and (ii) at any other time, the Series of First Lien Secured Parties whose Authorized

Representative is the Applicable Authorized Representative for such Shared Collateral.

D-4

“DIP

Financing” has the meaning assigned to such term in Section 2.05(b).

“DIP

Financing Liens” has the meaning assigned to such term in Section 2.05(b).

“DIP

Lenders” has the meaning assigned to such term in Section 2.05(b).

“Discharge”

means, with respect to any Shared Collateral and any Series of First Lien Obligations, the date on which such Series of First Lien Obligations

is no longer secured by such Shared Collateral pursuant to the terms of the Secured Credit Document governing such Series. The term “Discharged”

shall have a corresponding meaning.

“Discharge

of First Lien Obligations” means, with respect to any Shared Collateral, the Discharge of the applicable First Lien Obligations

with respect to such Shared Collateral; provided that a Discharge of First Lien Obligations shall not be deemed to have occurred

in connection with a Refinancing of such First Lien Obligations with additional First Lien Obligations secured by such Shared Collateral

under an Additional First Lien Document which has been designated in writing by the applicable Collateral Agent (under First Lien Obligation

so Refinanced) or by the Issuer, in each case, to each other Collateral Agent as a “First Lien Obligation” for purposes of

this Agreement.

“Equivalent

Provision” means, with respect to any reference to a specific provision of an agreement in effect on the date hereof (the “original

agreement”), if such agreement is amended, restated, supplemented, modified or replaced after the date hereof in a manner permitted

hereby, the provision in such amended, restated, supplemented, modified or replacement agreement that is the equivalent to such specific

provision in such original agreement.

“Event

of Default” means an “Event of Default” as defined in any Secured Credit Document (or, in each case, the Equivalent

Provision thereof).

“First

Lien Collateral Agent” means each other representative and collateral agent of First Lien Obligations other than the Applicable

Authorized Representative and the Applicable Collateral Agent.

“First

Lien Obligations” means, collectively, (i) the Indenture Obligations and (ii) each Series of Additional First Lien Obligations.

“First

Lien Secured Parties” means (i) the Indenture Secured Parties and (ii) the Additional First Lien Secured Parties with respect

to each Series of Additional First Lien Obligations.

“First

Lien Security Documents” means the Notes Collateral Documents (or the Equivalent Provision thereof) and each other agreement

entered into in favor of any Collateral Agent for the purpose of securing any Series of First Lien Obligations, in each case, as may

be amended, amended and restated, restated, supplemented or otherwise modified.

“Grantors”

means HoldCo, the Issuer, and each Subsidiary of the Issuer which has granted a security interest pursuant to any First Lien Security

Document to secure any Series of First Lien Obligations. The Grantors existing on the date hereof are HoldCo, the Issuer, APLD ELN-04

HoldCo LLC, APLD ELN-04 LLC, and APLD ELN-04 LandCo LLC.

“Impairment”

has the meaning assigned to such term in Section 1.03.

D-5

“Indenture”

means the Indenture dated as of June 16, 2026, among the Issuer, as issuer, HoldCo, the subsidiary guarantors named therein, Wilmington

Trust, National Association, as Trustee and as Collateral Agent (each as defined therein), and the other parties thereto from time to

time, as amended, supplemented, restated and otherwise modified, and as Refinanced or replaced from time to time, including in such event

that such Indenture is terminated or replaced and such replacement is designated as a “First Lien Obligation” and as the

“Indenture Obligations” for purposes hereof in accordance with the terms hereof.

“Indenture

Obligations” means the “Notes Obligations” as defined in the Indenture or the Equivalent Provision thereof.

“Indenture

Secured Parties” means the “Notes Secured Parties” as defined in the Indenture (or the Equivalent Provision thereof).

“Initial

Other Collateral Agent” has the meaning set forth in the introductory paragraph to this Agreement.

“Initial

Other Collateral Documents” means the [Security][Collateral] Documents (as defined in the Initial Other First Lien Agreement)

and any other agreement, document or instrument entered into for the purpose of granting a Lien to secure any Initial Other First Lien

Obligations or to perfect such Lien (as each may be amended, restated, amended and restated, supplemented or otherwise modified from

time to time).

“Initial

Other First Lien Agreement” means [describe the credit agreement, indenture or other document pursuant to which the Initial

Other First Lien Obligations are incurred] (as may be amended, restated, amended and restated, Refinanced, supplemented or otherwise

modified from time to time).

“Initial

Other First Lien Claimholders” means the holders of any Initial Other First Lien Obligations, including the [“Secured

Parties”] as defined in the Initial Other First Lien Agreement.

“Initial

Other First Lien Documents” means the Initial Other First Lien Agreement, each Initial Other Collateral Document and the other

[Loan Documents] (as defined in the Initial Other First Lien Agreement), as each may be amended, restated, amended and restated, supplemented

or otherwise modified from time to time.

“Initial

Other First Lien Obligations” means the [“Obligations”] [“Secured Obligations”] as defined in the Initial

Other First Lien Agreement.

“Insolvency

or Liquidation Proceeding” means:

(1)

any

voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to the Issuer or any Subsidiary Guarantor;

(2)

any

other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization

or other similar case or proceeding with respect to the Issuer or any Subsidiary Guarantor or with respect to a material portion

of their respective assets;

(3)

any

liquidation, dissolution, reorganization or winding up of the Issuer or any Subsidiary Guarantor whether voluntary or involuntary

and whether or not involving insolvency or bankruptcy; or

(4)

any

assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Issuer or any Subsidiary Guarantor.

D-6

“Intervening

Creditor” shall have the meaning assigned to such term in Section 2.01(a).

“Issuer”

has the meaning assigned to such term in the preamble hereto.

“Joinder

Agreement” means a supplement to this Agreement in the form of Annex I hereof required to be delivered by an Additional Agent

to the Applicable Authorized Representative pursuant to Section 5.13 hereto in order to establish an additional Series of Additional

First Lien Obligations and become Additional First Lien Secured Parties hereunder.

“Lien”

means (i) any lien, mortgage, hypothecation, deed of trust, pledge, assignment, security interest, charge, deposit arrangement or encumbrance

of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease

or license in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing

and (ii) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“New

York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Non-Applicable

Authorized Representative” means, at any time with respect to any Shared Collateral, any Authorized Representative that is

not the Applicable Authorized Representative at such time with respect to such Shared Collateral.

“Non-Applicable

Authorized Representative Enforcement Date” means, with respect to any Non-Applicable Authorized Representative that represents

the largest outstanding Series of First Lien Obligations, the date that is 180 days after the occurrence of both (i) an Event of Default

under and as defined in the Additional First Lien Documents under which such Non-Applicable Authorized Representative is the Authorized

Representative and (ii) the receipt by the Applicable Authorized Representative, the Applicable Collateral Agent and the First Lien Collateral

Agent of written notice from such Non-Applicable Authorized Representative certifying that (x) an Event of Default under and as defined

in the Indenture or other Additional First Lien Documents for that Series of First Lien Obligations has occurred and is continuing and

(y) the First Lien Obligations of the Series with respect to which such Non-Applicable Authorized Representative is the Authorized Representative

are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the Indenture or

other Additional First Lien Documents for that Series of First Lien Obligations; provided that such Event of Default shall be

continuing at the end of such 180-day period; provided, further, that the Non-Applicable Authorized Representative Enforcement

Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral (1) at any time

the Applicable Authorized Representative and/or the Applicable Collateral Agent has commenced and is diligently pursuing any enforcement

action with respect to all or a material portion of the Shared Collateral or (2) at any time the Issuer or a Subsidiary Guarantor is

then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding. Such Applicable Authorized

Representative and Applicable Collateral Agent shall give prompt notice of such enforcement action to each Non-Applicable Authorized

Representative; provided that the failure to give such notice shall not affect its rights hereunder.

“Non-Controlling

Secured Parties” means, with respect to any Shared Collateral, the First Lien Secured Parties which are not Controlling Secured

Parties with respect to such Shared Collateral.

D-7

“Notes

Collateral Agent” has the meaning assigned to such term in the preamble hereto.

“Notes

Collateral Documents” means the “Collateral Documents” as defined in the Indenture (or the Equivalent Provision

thereof), in each case, as may be amended, amended and restated, restated, supplemented or otherwise modified.

“Notes

Trustee” means the “Trustee” as defined in the Indenture (or the Equivalent Provision thereof) and its successors

in such capacity.

“Possessory

Collateral” means any Shared Collateral in the possession of any Collateral Agent (or its agents or bailees), to the extent

that possession thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction, or any other applicable law. Possessory

Collateral includes, without limitation, any certificated securities, Promissory Notes, Instruments, and Chattel Paper, in each case,

delivered to or in the possession of the Collateral Agent under the terms of the First Lien Security Documents.

“Post-Petition

Interest” means any interest or entitlement to fees or expenses or other charges that accrue after the commencement of any

Insolvency or Liquidation Proceeding whether or not allowed or allowable as a claim in any such Insolvency or Liquidation Proceeding.

“Proceeds”

has the meaning assigned to such term in Section 2.01(a).

“Refinance”

means, in respect of any Debt, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure, refund, replace

or repay, or to issue other Debt or enter alternative financing arrangements, in exchange or replacement for such Debt (in whole or in

part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and including in each case, but not

limited to, after the original instrument giving rise to such Debt has been terminated and including, in each case, through any credit

agreement, indenture or other agreement. “Refinanced” and “Refinancing” have correlative meanings.

“Secured

Credit Document” means (i) the Indenture, the Notes (as defined in the Indenture (or the Equivalent Provision thereof)) and

the Notes Collateral Documents and (ii) each Additional First Lien Document, in each case, as may be amended, restated, amended and restated,

supplemented or otherwise modified.

“Senior

Class Debt” shall have the meaning assigned to such term in Section 5.13.

“Senior

Class Debt Parties” shall have the meaning assigned to such term in Section 5.13.

“Senior

Class Debt Representative” shall have the meaning assigned to such term in Section 5.13.

“Senior

Lien” means the Liens on the Collateral in favor of the First Lien Secured Parties under the First Lien Security Documents.

“Series”

means (a) with respect to the First Lien Secured Parties, each of (i) the Indenture Secured Parties (in their capacity as such), (ii)

the Initial Other First Lien Claimholders, and (iii) the Additional First Lien Secured Parties that become subject to this Agreement

on or after the date hereof that are represented by a common Collateral Agent (in its capacity as such for such Additional First Lien

Secured Parties) and (b) with respect to any First Lien Obligations, each of (i) the Indenture Obligations, (ii) Initial Other First

Lien Obligations and (iii) the Additional First Lien Obligations incurred pursuant to any Additional First Lien Debt Facility or any

related Additional First Lien Documents, which pursuant to any Joinder Agreement, are to be represented hereunder by a common Collateral

Agent (in its capacity as such for such Additional First Lien Obligations).

D-8

“Shared

Collateral” means, at any time, Collateral in which the holders of two or more Series of First Lien Obligations (or their respective

Collateral Agents) hold a valid and perfected security interest at such time. If more than two Series of First Lien Obligations are outstanding

at any time and the holders of less than all Series of First Lien Obligations hold a valid and perfected security interest in any Collateral

at such time, then such Collateral shall constitute Shared Collateral for those Series of First Lien Obligations that hold a valid and

perfected security interest in such Collateral at such time and shall not constitute Shared Collateral for any Series which does not

have a valid and perfected security interest in such Collateral at such time.

“Subsidiary

Guarantor” has the meaning given to it in the Indenture.

“Uniform

Commercial Code” or “UCC” means the New York UCC, or the Uniform Commercial Code (or any similar or comparable

legislation) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

SECTION

1.02 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.

Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”

“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The

word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires

otherwise, (i) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed

as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, restated, amended and

restated, supplemented, renewed, extended, refunded, replaced or Refinanced or otherwise modified (as applicable), (ii) any reference

herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the

subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the words “herein,” “hereof”

and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any

particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections

and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property”

shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including

cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.

SECTION

1.03 Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of First Lien Obligations

of such Series (and not the First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent

jurisdiction that (x) any of the First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to

any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do

not have an enforceable security interest in any of the Shared Collateral securing any other Series of First Lien Obligations and/or

(z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on

a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other

Series of First Lien Obligations or (ii) the existence of any collateral for any other Series of First Lien Obligations that is not Shared

Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations,

an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any properties

subject to a Mortgage (as defined in the Indenture (or the Equivalent Provision thereof)) which applies to all First Lien Obligations

shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series

of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations,

and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions

in respect of such Series of First Lien Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent necessary

so that the effects of such Impairment are borne solely by the holders of the Series of such First Lien Obligations subject to such Impairment.

Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation,

pursuant to Section 1129 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law), any reference to such First

Lien Obligations or the Secured Credit Documents governing such First Lien Obligations shall refer to such obligations or such documents

as so modified.

D-9

ARTICLE

Priorities

and Agreements with Respect to Shared Collateral

SECTION

2.01 Priority of Claims.

(a)

Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.03), if

an Event of Default has occurred and is continuing, and the Applicable Authorized Representative and/or the Applicable Collateral Agent

is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral

in any Insolvency or Liquidation Proceeding of the Issuer or the Subsidiary Guarantors (including any adequate protection payments),

the proceeds of any sale, collection or other liquidation of any such Shared Collateral by any Collateral Agent or any First Lien Secured

Party or any such distribution or payment (including any adequate protection payments) or any First Lien Secured Party receives any payment

pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral (all distributions, payments,

proceeds of any sale, collection or other liquidation of any Shared Collateral and all proceeds of any such distribution or payment being

collectively referred to as “Proceeds”), shall be applied (i) FIRST, to the payment of all amounts owing to each Collateral

Agent (in its capacity as such), the Notes Trustee (in its capacity as such), and each other Authorized Representative (in its capacity

as such) pursuant to the terms of any Secured Credit Document, (ii) SECOND, subject to Section 1.03, to the payment in full of the First

Lien Obligations of each Series then due and payable on a ratable basis, with such Proceeds to be applied to the First Lien Obligations

then due and payable of a given Series in accordance with the terms of the applicable Secured Credit Documents; provided that following

the commencement of any Insolvency or Liquidation Proceeding with respect to the Issuer or any other Grantor, solely for purposes of

this Section 2.01(a) and not any other documents governing First Lien Obligations, in the event the value of the Shared Collateral is

not sufficient for the entire amount of Post-Petition Interest on the First Lien Obligations to be allowed under Section 506(a) and (b)

of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other Bankruptcy Law in such Insolvency or Liquidation

Proceeding, the amount of First Lien Obligations of each Series of First Lien Obligations shall include only the maximum amount of Post-Petition

Interest allowable under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other

Bankruptcy Law in such Insolvency or Liquidation Proceeding, and (iii) THIRD, after the Discharge of all First Lien Obligations, to the

Issuer and the other Grantors or their successors or assigns, as their interests may appear, or as a court of competent jurisdiction

may direct. Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a First Lien Secured

Party) has a lien or security interest that is junior in priority to the security interest of any Series of First Lien Obligations, but

senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of First

Lien Obligations (such third party an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which

are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed

in respect of the Series of First Lien Obligations with respect to which such Impairment exists. If, despite the provisions of this Section

2.01(a), any First Lien Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of

the First Lien Obligations to which it is then entitled in accordance with this Section 2.01(a), such First Lien Secured Party shall

hold such payment or recovery in trust for the benefit of all First Lien Secured Parties for distribution in accordance with this Section

2.01(a).

D-10

(b)

It is acknowledged that the First Lien Obligations of any Series may, subject to the limitations set forth in the then extant Secured

Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise

amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement

defining the relative rights of the First Lien Secured Parties of any Series.

(c)

Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of First

Lien Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction,

or any other applicable law or the Secured Credit Documents, any second lien (or lower) ranking under applicable law of certain First

Lien Security Documents or any defect or deficiencies in the Liens securing the First Lien Obligations of any Series or any other circumstance

whatsoever (but, in each case, subject to Section 1.03), each First Lien Secured Party hereby agrees that (i) the Liens securing each

Series of First Lien Obligations on any Shared Collateral shall be of equal priority and (ii) the benefits and proceeds of the Shared

Collateral shall be shared among the First Lien Secured Parties as provided herein.

SECTION

2.02 Actions with Respect to Shared Collateral; Prohibition on Contesting Liens.

(a)

With respect to any Shared Collateral, (i) only the Applicable Authorized Representative and the Applicable Collateral Agent shall act

or refrain from acting with respect to the Shared Collateral (including with respect to any intercreditor agreement with respect to any

Shared Collateral) and (ii) no Non-Applicable Authorized Representative or other Non-Controlling Secured Party shall or shall instruct

or direct the Applicable Authorized Representative and/or the Applicable Collateral Agent to, commence any judicial or nonjudicial foreclosure

proceedings with respect to, seek to have a trustee, receiver, liquidator, examiner or similar official appointed for or over, attempt

any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security

interest in or realize upon, or take any other action available to it in respect of, any Shared Collateral (including with respect to

any intercreditor agreement with respect to any Shared Collateral), whether under any First Lien Security Document, applicable law or

otherwise, or have a right to consent to any such action, it being agreed that only the Applicable Authorized Representative and the

Applicable Collateral Agent shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral.

Notwithstanding the equal priority of the Liens on the Shared Collateral, the Applicable Authorized Representative and Applicable Collateral

Agent may deal with the Shared Collateral as if such Applicable Authorized Representative and Applicable Collateral Agent had a senior

Lien on such Collateral. No Non-Applicable Authorized Representative or Non-Controlling Secured Party will contest, protest or object

to any foreclosure proceeding or action brought by the Applicable Authorized Representative, Applicable Collateral Agent or Controlling

Secured Party or any other exercise by the Applicable Authorized Representative, Applicable Collateral Agent or Controlling Secured Party

of any rights and remedies relating to the Shared Collateral. The foregoing shall not be construed to limit the rights and priorities

of any First Lien Secured Party or Collateral Agent with respect to any Collateral not constituting Shared Collateral.

(b)

Each Collateral Agent, each Authorized Representative and the First Lien Secured Parties for which it is acting hereunder agree to be

bound by the provisions of this Agreement.

D-11

(c)

Each of the First Lien Secured Parties agrees that it will not (and hereby waives any right to) question or contest or support any other

Person in questioning or contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority,

validity, attachment or enforceability of a Lien held by or on behalf of any of the First Lien Secured Parties in all or any part of

the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or

impair the rights of any Collateral Agent, any Authorized Representative or any other First Lien Secured Party to enforce this Agreement.

(d)

Notwithstanding the foregoing in this Section 2.02, (i) in any Insolvency or Liquidation Proceeding, any Authorized Representative or

any other First Lien Secured Party may file a proof of claim or statement of interest with respect to the First Lien Obligations owed

to the applicable First Lien Secured Parties; (ii) any Authorized Representative or any other First Lien Secured Party may take any action

to preserve or protect (but not enforce) the validity and enforceability of the Liens granted in favor of the applicable First Lien Secured

Parties, provided that no such action is, or could reasonably be expected to be, (A) adverse to the Liens granted in favor of the Controlling

Secured Parties or the rights of the Applicable Collateral Agent or any other Controlling Secured Parties to exercise remedies in respect

thereof or (B) otherwise inconsistent with the terms of this Agreement; and (iii) any Authorized Representative or any other First Lien

Secured Party may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading

made by any Person objecting to or otherwise seeking the disallowance of the claims or Liens of such First Lien Secured Party, including

any claims secured by the Shared Collateral, in each case, to the extent not inconsistent with the terms of this Agreement.

SECTION

2.03 No Interference; Payment Over.

(a)

Each First Lien Secured Party agrees that (i) it will not challenge or question, or support any other Person in challenging or questioning,

in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First Lien Obligations of

any Series or any First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First Lien Security

Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement,

(ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay,

in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the

Applicable Authorized Representative or Applicable Collateral Agent, (iii) except as provided in Section 2.02 and except to the extent

such First Lien Secured Parties are the Controlling Secured Parties, it shall have no right to (A) direct the Applicable Authorized Representative,

Applicable Collateral Agent or any other Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to

any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to any exercise by the Applicable Authorized

Representative, Applicable Collateral Agent or any other Secured Party of any right, remedy or power with respect to any Shared Collateral,

(iv) it will not institute any suit or assert in any suit, Insolvency or Liquidation Proceeding or other proceeding any claim against

the Applicable Authorized Representative, Applicable Collateral Agent or any other Controlling Secured Party seeking damages from or

other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Applicable

Authorized Representative, Applicable Collateral Agent or any other Controlling Secured Party shall be liable for any action taken or

omitted to be taken by the Applicable Authorized Representative, Applicable Collateral Agent or other Controlling Secured Party with

respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right,

to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it

will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision

of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Collateral

Agent, any Authorized Representative or any other First Lien Secured Party to enforce this Agreement.

D-12

(b)

Each First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds

or payment in respect of any such Shared Collateral, pursuant to any First Lien Security Document or by the exercise of any rights available

to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant

to any intercreditor agreement), at any time prior to the Discharge of each Series of the First Lien Obligations, then it shall hold

such Shared Collateral, proceeds or payment in trust for the other First Lien Secured Parties that have a security interest in such Shared

Collateral and promptly transfer such Shared Collateral, Proceeds or payment, as the case may be, to the Applicable Collateral Agent,

to be distributed in accordance with the provisions of Section 2.01 hereof.

SECTION

2.04 Automatic Release of Liens; Amendments to First Lien Security Documents.

(a)

If at any time the Applicable Authorized Representative or Applicable Collateral Agent forecloses upon or otherwise exercises remedies

against any Shared Collateral resulting in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding

is pending at the time) the Liens in favor of each Collateral Agent for the benefit of each Series of First Lien Secured Parties upon

such Shared Collateral will automatically be released and discharged upon the earlier of (i) the conclusion of the applicable foreclosure

proceeding or other exercise of remedies and (ii) as and when, but only to the extent, such Liens of the Applicable Collateral Agent

on such Shared Collateral are released and discharged; provided that any proceeds of any Shared Collateral realized therefrom

shall be applied pursuant to Section 2.01 hereof.

(b)

Notwithstanding any other provision of this Agreement, each First Lien Secured Party agrees that each Collateral Agent and each Authorized

Representative may enter into any amendment to any document governing any First Lien Obligations that does not violate any express term

of this Agreement. Except as provided in the preceding sentence, this Agreement shall not act in any manner to further restrict the amendment

or other modification of any other Secured Credit Document. In determining whether an amendment to any First Lien Security Document is

not prohibited by this Agreement, each Authorized Representative and each Collateral Agent may conclusively rely on a certificate of

an officer of the Issuer stating in good faith that such amendment is not prohibited by this Agreement.

(c)

Each Non-Controlling Secured Party and each Collateral Agent agrees to promptly execute, if applicable, and deliver (at the sole cost

and expense of the Grantors) to the Applicable Authorized Representative, Applicable Collateral Agent or the applicable Grantor all such

termination statements, financing change statements, releases, authorizations and other documents and instruments, and shall take or

authorize the Applicable Authorized Representative, the Applicable Collateral Agent or such Grantor to take such action (including any

recordation, filing or giving of notice), as the Applicable Authorized Representative, the Applicable Collateral Agent or such Grantor

may reasonably request to effectively evidence and confirm any release of Shared Collateral provided for in this Section.

(d)

Nothing in this Section 2.04 shall derogate the Notes Trustee’s and Notes Collateral Agent’s right (if any) to obtain an

opinion of counsel and officer’s certificate under the Indenture in connection with such contemplated release.

D-13

SECTION

2.05. Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings.

(a)

The parties acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of any Bankruptcy Code or

any other applicable Bankruptcy Law and that this Agreement shall continue in full force and effect notwithstanding the commencement

of any Insolvency or Liquidation Proceeding under any Bankruptcy Law by or against the Issuer or any of its Subsidiaries.

(b)

If the Issuer and/or the Subsidiary Guarantors shall become subject to any Insolvency or Liquidation Proceeding and shall, as debtor(s)-in-possession,

move for approval of debtor-in-possession financing (“DIP Financing”) to be provided by one or more lenders (the “DIP

Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law and/or the use of

cash collateral under Section 363 of the Bankruptcy Code (or any equivalent provision of any other Bankruptcy Law), each First Lien Secured

Party agrees that it will not oppose and will raise no objection to any such financing or to any Liens on the Shared Collateral (including

by joining or supporting any such objection by any other Person) securing the same (“DIP Financing Liens”) and/or

to any use of cash collateral that constitutes Shared Collateral unless, in each case, the Applicable Authorized Representative or the

Applicable Collateral Agent, shall then oppose or object (or join in any opposition or objection) to such DIP Financing or such DIP Financing

Liens and/or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral

for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such

Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any First Lien Secured Parties

constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu

with the Liens on any such Shared Collateral granted to secure the First Lien Obligations of the Controlling Secured Parties, each Non-Controlling

Secured Party will confirm the priorities of its Liens with respect to such Shared Collateral as set forth herein), in each case so long

as (A) the First Lien Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP

Lenders, including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding, with the same priority

vis-a-vis all the other First Lien Secured Parties (other than any Liens of the First Lien Secured Parties constituting DIP Financing

Liens) as existed prior to the commencement of the Insolvency or Liquidation Proceedings, (B) the First Lien Secured Parties of each

Series are granted Liens on any additional or replacement collateral pledged to any First Lien Secured Parties as adequate protection

or otherwise in connection with such DIP Financing and/or use of cash collateral, with the same priority vis-a-vis the First Lien Secured

Parties (other than any Liens of the First Lien Secured Parties constituting DIP Financing Liens) as set forth in this Agreement (other

than any Liens of any First Lien Secured Parties constituting DIP Financing Liens), (C) if any amount of such DIP Financing and/or cash

collateral is applied to repay any of the First Lien Obligations, such amount is applied pursuant to Section 2.01 of this Agreement,

and (D) if any First Lien Secured Parties are granted adequate protection with respect to First Lien Obligations subject hereto, including

in the form of periodic payments, in connection with such DIP Financing and/or use of cash collateral, the proceeds of such adequate

protection are applied pursuant to Section 2.01 of this Agreement; provided that the First Lien Secured Parties of each Series

shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the

First Lien Secured Parties of such Series or its Collateral Agent that shall not constitute Shared Collateral; and provided, further,

that any First Lien Secured Parties receiving adequate protection shall not object to any other First Lien Secured Party receiving adequate

protection comparable to any adequate protection granted to such First Lien Secured Parties in connection with a DIP Financing and/or

use of cash collateral.

SECTION

2.06. Reinstatement. In the event that any of the First Lien Obligations shall be paid in full and such payment or any part thereof

shall subsequently, for whatever reason (including an order or judgment for avoidance or disgorgement of a preference or fraudulent transfer

or transfer at under value under any Bankruptcy Law or any similar law, or the settlement of any claim in respect thereof), be required

to be returned or repaid, the terms and conditions of this Article II shall be fully applicable thereto until all such First Lien Obligations

shall again have been paid in full in cash.

D-14

SECTION

2.07. Insurance. As between the First Lien Secured Parties, the Applicable Collateral Agent (to the extent applicable, acting

at the written direction of the Applicable Authorized Representative) shall have the right, but not any obligation, to adjust or settle

any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award

granted in any condemnation or similar proceeding affecting the Shared Collateral, in each case solely to the extent the First Lien Secured

Parties or holders of any Series of First Lien Obligations possesses such right in the then extant Secured Credit Documents, and the

Applicable Security Agent shall after an Event of Default apply the proceeds received from any such adjustment, settlement or award in

respect of Shared Collateral in accordance with Section 2.01 of this Agreement.

SECTION

2.08. Refinancings. The First Lien Obligations of any Series may be Refinanced, in whole or in part, in each case, without notice

to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under any Secured Credit

Document) of any First Lien Secured Party of any other Series, all without affecting the priorities provided for herein or the other

provisions hereof; provided that the Collateral Agent of the holders of any such Refinancing indebtedness, if not already a party

hereto, shall have executed a Joinder Agreement on behalf of the holders of such Refinancing indebtedness.

SECTION

2.09. Possessory Collateral, Control Collateral and Agent as Non-Fiduciary Gratuitous Bailee for Perfection.

(a)

The Applicable Authorized Representative and the Applicable Collateral Agent each agree to hold any Shared Collateral constituting Possessory

Collateral that is part of the Shared Collateral in its possession or control (or in the possession or control of its agents or bailees),

and hold any rights it (or its agents or bailees) may have under any Control Agreement in respect of Shared Collateral that is Control

Collateral, as non-fiduciary gratuitous bailee and non-fiduciary gratuitous agent, as applicable, for the benefit and on behalf of each

other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory

Collateral or Control Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms

and conditions of this Section 2.09; provided that at any time after the Discharge of the First Lien Obligations of the Series

for which the Applicable Authorized Representative and/or Applicable Collateral Agent is acting, the Applicable Authorized Representative

and the Applicable Collateral Agent shall (at the sole cost and expense of the Grantors) promptly deliver all Possessory Collateral to

the Applicable Authorized Representative or Applicable Collateral Agent (as applicable) (or its agents or bailees) (after giving effect

to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized

Representative or Applicable Collateral Agent (as applicable) (or make such other arrangements as shall be reasonably requested by the

Applicable Authorized Representative or Applicable Collateral Agent to allow the Applicable Authorized Representative or such Applicable

Collateral Agent (or its agents or bailees) to obtain control of such Possessory Collateral or Control Collateral). Pending delivery

to the Applicable Authorized Representative or Applicable Collateral Agent (as applicable), each other Collateral Agent agrees to hold

any Shared Collateral constituting Possessory Collateral from time to time in its possession and the rights under any Control Agreement

to which it is from time to time a party in respect of Control Collateral as non-fiduciary gratuitous bailee for the benefit and on behalf

of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory

Collateral or Control Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms

and conditions of this Section 2.09.

D-15

(b)

The duties or responsibilities of the Applicable Authorized Representative, the Applicable Collateral Agent, each other Authorized Representative

and each other Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory

Collateral or Control Collateral as non-fiduciary gratuitous bailee for the benefit and on behalf of each other First Lien Secured Party

for purposes of perfecting the Lien held by such First Lien Secured Parties therein.

(c)

The agreement of the Applicable Authorized Representative and the Applicable Collateral Agent to act as non-fiduciary gratuitous bailee

pursuant to this Section 2.09 is intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 9-104(a)(5) and 9-313(c)

of the UCC.

(d)

None of the Applicable Authorized Representative, any Collateral Agent or any other First Lien Secured Parties shall have by reason of

this Agreement or any other document a fiduciary relationship in respect of any other Authorized Representative or Collateral Agent or

any other First Lien Secured Party, and each Collateral Agent and each other First Lien Secured Party hereby waives and releases the

Applicable Authorized Representative, the other Collateral Agents and the other First Lien Secured Parties from all claims and liabilities

arising pursuant to the Applicable Authorized Representative’s or any other Collateral Agent’s role under this Section

2.09(d) as non-fiduciary gratuitous bailee with respect to any Shared Collateral (including any Control Collateral) in its possession

or control.

ARTICLE

III

Existence

and Amounts of Liens and Obligations

SECTION

3.01. Determinations with Respect to Amounts of Liens and Obligations. Whenever any Collateral Agent shall be required, in connection

with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First Lien

Obligations of any Series, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any Series, it may request

that such information be furnished to it in writing by the Notes Trustee and/or each other Collateral Agent and shall be entitled to

make such determination on the basis of the information so furnished; provided, however, that if the Notes Trustee and/or

any other Collateral Agent shall fail or refuse reasonably promptly to provide the requested information, the requesting Collateral Agent

may (but shall not be obligated to) make any such determination by such method as it may determine, including by reliance upon a certificate

of the Issuer. Each Collateral Agent and each Authorized Representative may rely conclusively, and shall be fully protected in so relying,

on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent

jurisdiction) and shall have no liability to any Grantor, any First Lien Secured Party or any other Person as a result of such determination.

ARTICLE

The

Applicable Authorized Representative

SECTION

4.01. Appointment and Authority.

(a)

Each of the First Lien Secured Parties hereby irrevocably appoints and authorizes the Applicable Authorized Representative and/or the

Applicable Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Applicable Authorized

Representative and/or the Applicable Collateral Agent by the terms hereof and to perform the duties, obligations and responsibilities

and to exercise the rights, powers, authorities and discretions specifically given to the Applicable Authorized Representative hereunder,

together with such powers as are reasonably incidental thereto. Without limiting the foregoing, each of the First Lien Secured Parties,

and each Collateral Agent, hereby agrees (at the sole cost and expense of the Grantors) to provide such cooperation, assistance and written

direction as may be requested by the Applicable Authorized Representative and/or Applicable Collateral Agent to facilitate and effect

actions taken or intended to be taken by the Applicable Authorized Representative and/or Applicable Collateral Agent pursuant to this

Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as may be necessary or as

are reasonably deemed necessary by the Applicable Authorized Representative and/or Applicable Collateral Agent to effect such actions,

and joining in any action, motion or proceeding initiated by the Applicable Authorized Representative and/or Applicable Collateral Agent

for such purposes.

D-16

(b)

Each Non-Controlling Secured Party acknowledges and agrees that the Applicable Authorized Representative and/or Applicable Collateral

Agent shall be entitled, for the benefit of the First Lien Secured Parties, to sell, transfer or otherwise dispose of or deal with any

Shared Collateral as provided herein and in the First Lien Security Documents, without regard to any rights to which the Non-Controlling

Secured Parties would otherwise be entitled as a result of their Indenture Obligations or Additional First Lien Obligations, as applicable.

Without limiting the foregoing, each Non-Controlling Secured Party agrees that none of the Applicable Authorized Representative, Applicable

Collateral Agent or any other First Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of

Shared Collateral (or any other Collateral securing any of the First Lien Obligations), or to sell, dispose of or otherwise liquidate

all or any portion of such Shared Collateral (or any other Collateral securing any First Lien Obligations), in any manner that would

maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale,

disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization,

sale, disposition or liquidation. Each of the First Lien Secured Parties waives any claim it may now or hereafter have against the Applicable

Authorized Representative, the Applicable Collateral Agent or any Authorized Representative or any Collateral Agent for any other Series

of First Lien Obligations or any other First Lien Secured Party of any other Series arising out of (i) any actions that do not violate

this Agreement which any Collateral Agent or any First Lien Secured Party takes or omits to take (including, actions with respect to

the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation

of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of

the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with the First Lien Security Documents

or any other agreement related thereto or to the collection of the First Lien Obligations or the valuation, use, protection or release

of any security for the First Lien Obligations, (ii) any election by any Collateral Agent or any holders of First Lien Obligations in

any Insolvency or Liquidation Proceeding of the application of Section 1111(b) of the Bankruptcy Code or any equivalent provision of

any other Bankruptcy Law or (iii) subject to Section 2.05, any borrowing by, or grant of a security interest or administrative expense

priority under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law by, any Grantor or any of its

Subsidiaries, as debtor-in-possession. This Agreement shall not give rise to any responsibility by any Authorized Representative or any

Collateral Agent to take any action to create, perfect, maintain, renew or continue the Liens on any Shared Collateral.

SECTION

4.02. Rights as a First Lien Secured Party.

The

Person serving as the Applicable Authorized Representative and/or Applicable Collateral Agent hereunder shall have the same rights and

powers in its capacity as a First Lien Secured Party under any Series of First Lien Obligations that it holds as any other First Lien

Secured Party of such Series and may exercise the same as though it were not the Applicable Authorized Representative and/or Applicable

Collateral Agent and the term “First Lien Secured Party” or “First Lien Secured Parties” or (as applicable) “Indenture

Secured Party,” “Indenture Secured Parties,” “Additional First Lien Secured Party” or “Additional

First Lien Secured Parties” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person

serving as the Applicable Authorized Representative and/or Applicable Collateral Agent hereunder in its individual capacity. Such Person

and its Affiliates may, but are not required to, accept deposits from, lend money to, act as the financial advisor or in any other advisory

capacity for and generally engage in any kind of business with the Grantors or any Subsidiary or other Affiliate thereof as if such Person

were not the Applicable Authorized Representative or Applicable Collateral Agent hereunder and without any duty to account therefor to

any other First Lien Secured Party.

D-17

SECTION

4.03. Exculpatory Provisions. The Applicable Authorized Representative and the Applicable Collateral Agent shall not have any

duties or obligations except those expressly set forth herein and in the other Secured Credit Documents to which it is a party and, with

respect to the Notes Trustee and the Notes Collateral Agent, in the Indenture (subject in each case to the benefits, immunities, indemnities,

privileges, protections and rights of such Notes Trustee and Notes Collateral Agent pursuant to the Indenture). Without limiting the

generality of the foregoing, the Applicable Authorized Representative and the Applicable Collateral Agent:

(i)

shall not be subject to any fiduciary duties and/or any implied duties, regardless of whether an Event of Default has occurred and is

continuing;

(ii)

shall not have any duty to take any discretionary action or exercise any discretionary powers (including providing any request, consent,

approval waiver or authorization); provided that the Applicable Authorized Representative and the Applicable Collateral Agent

shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Applicable Authorized Representative

or such Applicable Collateral Agent to liability or that is contrary to this Agreement or any Secured Credit Document or applicable law;

(iii)

shall not, except as expressly set forth herein or in any Secured Credit Document, have any duty to disclose, and shall not be liable

for the failure to disclose, any information relating to a Grantor or any of its Affiliates that is communicated to or obtained by the

Person serving as the Applicable Authorized Representative and/or Applicable Collateral Agent or any of its Affiliates in any capacity;

(iv)

shall not be liable for any action taken or not taken by it (1) in the absence of its own gross negligence or willful misconduct as determined

by a court of competent jurisdiction in a final, non-appealable judgment or (2) in reliance on a certificate of an authorized officer

of the Issuer stating that such action is permitted by the terms of this Agreement. The Applicable Authorized Representative and the

Applicable Collateral Agent shall be deemed not to have knowledge of any Event of Default under any Series of First Lien Obligations

unless and until written notice describing such Event of Default and referencing the applicable agreement is given to the Applicable

Authorized Representative and Applicable Collateral Agent at its address as provided in Section 5.01 in accordance with the terms hereof

and the applicable Secured Credit Document;

(v)

shall not be liable under or in connection with this Agreement or any Secured Credit Document for indirect, special, incidental, punitive,

or consequential losses or damages of any kind whatsoever, including, but not limited to, lost profits, whether or not foreseeable, even

if the Collateral Agent has been advised of the possibility thereof and regardless of the form of action;

(vi)

shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance

of any of its duties hereunder or under any Secured Credit Document to which it is a party unless and until it has received indemnity

and/or security satisfactory to it from the holders of the Series of First Lien Obligations against such risk or liability, or be required

to take any action that is contrary to this Agreement, any Secured Credit Document or applicable law;

D-18

(vii)

shall in no event 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 beyond its control, including, without limitation, strikes, work stoppages, accidents, epidemics,

pandemics, 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) services, or the unavailability of the Federal

Reserve Bank wire or telex or other wire or communication facility;

(viii)

shall not be responsible for or have any duty to ascertain or inquire into (1) any statement, warranty or representation made in or in

connection with this Agreement or any other First Lien Security Document, (2) the contents of any certificate, opinion, report or other

document delivered hereunder or thereunder or in connection herewith or therewith, (3) the performance or observance of any of the covenants,

agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (4) the validity,

enforceability, effectiveness or genuineness of this Agreement, any other First Lien Security Document or any other agreement, instrument

or document, or the creation, perfection or priority of any Lien purported to be created by the First Lien Security Documents (including

the preparation or filing or recording of financing statements, financing statement amendments or termination statements), (5) the value

or the sufficiency of any Collateral for any Series of First Lien Obligations, or (6) the satisfaction of any condition set forth in

any Secured Credit Document, other than to confirm receipt of items expressly required to be delivered to such Applicable Authorized

Representative or Applicable Collateral Agent;

(ix)

need not segregate money held hereunder from other funds except to the extent required by law. The Applicable Authorized Representative

and the Applicable Collateral Agent shall be under no liability for interest on any money received by it hereunder except as otherwise

agreed in writing; and

(x)

each First Lien Secured Party hereby waives any claim they may now or hereafter have against each Authorized Representative (including

the Applicable Authorized Representative) and each Collateral Agent or any other First Lien Secured Parties arising out of (i) any actions

which such Authorized Representative (including the Applicable Authorized Representative) or Collateral Agent (or any of its representatives)

takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any Shared Collateral,

actions with respect to the foreclosure upon, disposition, release or depreciation of, or failure to realize upon, any of the Shared

Collateral and actions with respect to the collection of any claim for all or any part of the First Lien Obligations from any account

debtor, guarantor or any other party) in accordance with any relevant First Lien Security Document, or any other agreement related thereto,

or to the collection of the First Lien Obligations or the valuation, use, protection or release of any security for the First Lien Obligations,

(ii) any election by such Authorized Representative (including the Applicable Authorized Representative) or such Collateral Agent (or

any of its agents), in any Insolvency or Liquidation Proceeding, of the application of Section 1111(b) of the Bankruptcy Code or any

similar provision of any other applicable Bankruptcy Law, or (iii) subject to Section 2.05, any borrowing by, or grant of a security

interest or administrative expense priority under Section 364 of the Bankruptcy Code or any similar provision of any other applicable

Bankruptcy Law by, Issuer or any of its Subsidiaries, as debtor-in-possession.

D-19

SECTION

4.04. Collateral and Guaranty Matters. Each of the First Lien Secured Parties irrevocably authorizes the Applicable Collateral

Agent to release any Lien on any property granted to or held by such Applicable Collateral Agent under any First Lien Security Document

in accordance with Section 2.04. In addition, each Non-Applicable Authorized Representative and each Collateral Agent that is not the

Applicable Collateral Agent, for itself and on behalf of each other First Lien Secured Party of the Series for whom it is acting, hereby

irrevocably appoints the Applicable Collateral Agent and any officer or agent of the Applicable Collateral Agent, which appointment is

coupled with an interest with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority

in the place and stead of such Non-Applicable Authorized Representative, Collateral Agent or First Lien Secured Party, to take any and

all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this

Agreement, including the exercise of any and all remedies under each First Lien Security Document with respect to Shared Collateral and

the execution of releases in connection therewith.

SECTION

4.05. Delegation of Duties. The Applicable Authorized Representative and/or the Applicable Collateral Agent may perform any and

all of its duties and exercise its rights and powers hereunder or under any other First Lien Security Document by or through any one

or more sub-agents appointed by the Applicable Authorized Representative and/or Applicable Collateral Agent, and such Applicable Authorized

Representative or Applicable Collateral Agent shall not be responsible to any other First Lien Secured Party for any acts or omissions

on the part of such sub-agent appointed with due care. The Applicable Authorized Representative and/or Applicable Collateral Agent and

any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates.

The exculpatory provisions of this Article shall apply to any such sub-agent and to the Affiliates of the Applicable Authorized Representative

and/or Applicable Collateral Agent and any such sub-agent; provided, however that in no event shall any Applicable Authorized Representative

or Applicable Collateral Agent be responsible or liable to any other First Lien Secured Party for any acts or omissions on the part of

any such sub-agent appointed with due care.

SECTION

4.06. Instruction Required. Any action hereunder on the part of the Notes Collateral Agent to be exercised or performed shall

only be exercised or performed if the Notes Collateral Agent receives written instructions from the Notes Trustee, acting at the written

direction of the applicable Indenture Secured Parties, or from the Issuer, in each case as applicable and in accordance with and subject

to the terms of the Indenture.

Notes Collateral Agent shall be under any obligation to exercise any of the rights or powers vested in it by the Indenture or this Agreement

at the request or direction of any of the applicable First Lien Secured Parties pursuant to this Agreement or the Indenture, unless the

applicable First Lien Secured Parties shall have offered and, if requested, provided to such Collateral Agent security and/or indemnity

satisfactory to such Notes Collateral Agent against the costs, expenses and liabilities which might be incurred by it in compliance with

such request or direction.

SECTION

4.07. Non Reliance on Applicable Authorized Representative and Other First Lien Secured Parties. Each Collateral Agent (other

than the initial Notes Collateral Agent), on behalf of itself and the First Lien Secured Parties of the Series for which it is acting,

acknowledges that it has, independently and without reliance upon the Applicable Authorized Representative, any other Collateral Agent

or any other First Lien Secured Party or any of their Affiliates and based on such documents and information as it has deemed appropriate,

made its own credit analysis and decision to enter into this Agreement. Each Collateral Agent (other than the initial Notes Collateral

Agent), on behalf of itself and the First Lien Secured Parties of the Series for which it is acting, also acknowledges that it will,

independently and without reliance upon the Applicable Authorized Representative, any other Collateral Agent, any other Authorized Representative

or any other First Lien Secured Party or any of their Affiliates and based on such documents and information as it shall from time to

time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any related

agreement or any document furnished hereunder or thereunder.

D-20

SECTION

4.08. Reliance by Applicable Authorized Representative. The Applicable Authorized Representative and the Applicable Collateral

Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,

statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution)

believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Applicable Authorized

Representative and the Applicable Collateral Agent may consult with legal counsel (who may include, but shall not be limited to, counsel

for any Grantor or counsel for the Applicable Authorized Representative or the Applicable Collateral Agent), independent accountants

and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any

such counsel, accountants or experts.

SECTION

4.09. Validity. The Applicable Authorized Representative and the Applicable Collateral Agent shall not be responsible for the

existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in

any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder for the

validity or sufficiency of the Collateral or any agreement or assignment contained therein, for insuring the Collateral or for the payment

of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral; nor shall the Applicable

Authorized Representative or the Applicable Collateral Agent have any duty (i) to see to any recording, filing or depositing of any financing

statement, financing statement amendment or continuation statement evidencing a security interest, or to see to the maintenance of any

such recordings or filing or depositing or to any rerecording, refiling or redepositing of any thereof or (ii) to see to the payment

or discharge of any tax, assessment or other governmental charge or any lien or encumbrance of any kind; provided, however, that, without

limiting the foregoing, pursuant to Section 9-509(d)(i) of the UCC, each First Lien Secured Party (as instructed in accordance with the

terms of the relevant Secured Credit Document), on behalf of itself and the relevant First Lien Secured Parties, irrevocably directs

the Applicable Authorized Representative or the Applicable Collateral Agent (as applicable) to authorize the filing by any First Lien

Secured Party (but without imposing an obligation on such First Lien Secured Party to do so) of any amendment to any financing statement

(which authorization is hereby deemed given by the Applicable Authorized Representative or the Applicable Collateral Agent, as applicable).

The powers conferred on the Applicable Authorized Representative or the Applicable Collateral Agent hereunder or under any other Secured

Credit Document are solely to protect the Applicable Authorized Representative’s or the Applicable Collateral Agent’s interest

in the Collateral, for the benefit of the First Lien Secured Parties, and shall not impose any duty upon the Applicable Authorized Representative

or the Applicable Collateral Agent to exercise any such powers. Except for the safe custody of any Collateral in its actual possession

and the accounting for moneys actually received by it hereunder, the Applicable Authorized Representative and the Applicable Collateral

Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or

any other rights pertaining to any Collateral and shall be under no obligation to act under this Agreement without written instructions

from the relevant First Lien Secured Party acting in accordance with the terms of the relevant Secured Credit Document. The Applicable

Authorized Representative or the Applicable Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation

of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which such Authorized

Representative or such Applicable Collateral Agent (as applicable) accords its own property.

D-21

ARTICLE

Miscellaneous

SECTION

5.01. Notices. All notices and other communications provided for herein (including, but not limited to, all the directions and

instructions to be provided to the Applicable Authorized Representative and/or Applicable Collateral Agent herein by the First Lien Secured

Parties) shall be in writing and shall be delivered by e-mail, hand or overnight courier service, mailed by certified or registered mail

or sent by telecopy, as follows:

(a)

to any Grantor:

APLD

ComputeCo 3 LLC

c/o

Applied Digital Corporation

Attn:

Mark Chavez

General

Counsel

3811

Turtle Creek Blvd., Suite 2100

Dallas,

Texas 75219

Email:

machavez@applieddigital.com

(b)

to the Notes Trustee and/or the Notes Collateral Agent party hereto on the date hereof:

Wilmington

Trust, National Association

Wood Avenue South, Suite 1000

Iselin,

NJ 08830

Attn:

APLD ComputeCo 3 Notes Administrator

to any Authorized Representative or Notes Collateral Agent (as applicable) that becomes party hereto after the date hereof, as set forth

on the applicable Notes Collateral Agent Joinder.

Any

party hereto may change its address, fax number or email address for notices and other communications hereunder by notice to the other

parties hereto. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given

shall be in writing and may be personally served, telecopied, electronically mailed or sent by courier service or U.S. mail and shall

be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or electronic mail or upon receipt

via U.S. mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties

hereto shall be as set forth above or, as to each party, at such other address as may be designated by such party in a written notice

to all of the other parties. As agreed to in writing among the Applicable Authorized Representative, the Applicable Collateral Agent

and each other Authorized Representative or other Collateral Agent from time to time, notices and other communications may also be delivered

by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person.

The

Notes Collateral Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail,

pdf, electronic transmission or other similar unsecured electronic methods, provided, however, that such Notes Collateral Agent shall

have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures

of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted

from the listing. Each Collateral Agent shall be entitled to treat a pdf or e-mail communication or communication by other similar electronic

means in a form satisfactory to such Collateral Agent (“Electronic Methods”) from a person purporting to be (and whom

the applicable Collateral Agent, acting reasonably, believes in good faith to be) the authorized representative of the Grantors or any

Secured Party, as sufficient instructions and authority of the Grantors or any First Lien Secured Party for the Collateral Agent to act

and shall have no duty to verify or confirm that person is so authorized. If the Issuer, any other Grantor or any other Collateral Agent

or Senior Class Debt Representative elects to give the Notes Collateral Agent e-mail instructions (or instructions by a similar electronic

method) and such Notes Collateral Agent in acts upon such instructions, then such Notes Collateral Agent’s understanding of such

instructions shall be deemed controlling. No Collateral Agent shall have any liability for any losses, liabilities, costs or expenses

incurred by it as a result of such reliance upon or compliance with such instructions or directions. Each of Grantors and the First Lien

Secured Parties agree: (i) to assume all risks arising out of the use of such Electronic Methods to submit instructions and directions

to the Collateral Agents, including without limitation the risk of any Collateral Agent acting on unauthorized instructions, and the

risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various

methods of transmitting instructions to the Collateral Agents and that there may be more secure methods of transmitting instructions

than the method(s) selected by the Grantors or any First Lien Secured Party; and (iii) that the security procedures (if any) to be followed

in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular

needs and circumstances. For purposes of the initial Notes Collateral Agent, the foregoing provision shall also apply to the Notes Trustee

as an Authorized Representative.

D-22

SECTION

5.02. Waivers; Amendment; Joinder Agreements.

(a)

No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor

shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right

or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the

parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision

of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted

by paragraph (b) of this Section 5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose

for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand

in similar or other circumstances.

(b)

Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement)

except pursuant to an agreement or agreements in writing entered into by each Authorized Representative that is a party hereto, each

Collateral Agent party hereto, and the Issuer.

(c)

Notwithstanding the foregoing, without the consent of any First Lien Secured Party, any Additional Agent may become a party hereto by

execution and delivery of a Joinder Agreement in accordance with Section 5.13 of this Agreement and upon such execution and delivery,

such Additional Agent and the Additional First Lien Secured Parties and Additional First Lien Obligations of the Series for which such

Additional Agent is acting shall be subject to the terms hereof.

(d)

Notwithstanding the foregoing, without the consent or signature of any other Collateral Agent or First Lien Secured Party, the Applicable

Authorized Representative or the Applicable Collateral Agent may effect amendments and modifications to this Agreement to the extent

necessary to reflect any incurrence of any Additional First Lien Obligations in compliance with the Indenture and any Additional First

Lien Documents. Each party to this Agreement agrees that (i) at the written request (and sole expense) of the Issuer, without the consent

of any First Lien Secured Party, each of the Authorized Representatives a party hereto and Collateral Agents shall, upon delivery of

an Officer’s Certificate of the Issuer to the Applicable Authorized Representative, execute and deliver an acknowledgment and confirmation

of such modifications effected by the Applicable Authorized Representative and the Applicable Collateral Agent and/or enter into an amendment,

a restatement or a supplement of this Agreement approved by the Applicable Authorized Representative and the Applicable Collateral Agent

to facilitate such modifications (it being understood that such actions shall not be required for the effectiveness of any such modifications)

and (ii) the Issuer shall be a beneficiary of this Section 5.02(d). Notwithstanding the foregoing, this Agreement shall terminate with

respect to a Series of First Lien Obligations (and the Collateral Agent(s) and Authorized Representative(s) with respect thereto) upon

the Discharge of such Series of First Lien Obligations.

D-23

SECTION

5.03. Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective

successors and assigns, as well as the other First Lien Secured Parties, all of whom are intended to be bound by, and to be third party

beneficiaries of, this Agreement.

SECTION

5.04. Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall

be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

SECTION

5.05. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which

when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by PDF or other electronic

transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION

5.06 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as

to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,

legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction

shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid,

illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid,

illegal or unenforceable provisions.

SECTION

5.07. Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants

to the other parties hereto that it is duly authorized to execute this Agreement. The Notes Collateral Agent represents and warrants

that this Agreement is binding upon the Notes Collateral Agent. The Notes Trustee represents and warrants that this Agreement is binding

upon the Notes Trustee. This Agreement is the “First Lien Intercreditor Agreement” under and as defined in the Indenture

(or the Equivalent Provision thereof); and pursuant to Section 7.10 of the Indenture, this Agreement is binding upon the Indenture Secured

Parties.

SECTION

5.08. Submission to Jurisdiction; Waivers; Consent to Service of Process. Each Collateral Agent, on behalf of itself and the First

Lien Secured Parties of the Series for whom it is acting, irrevocably and unconditionally:

(a)

submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement

of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York sitting in New York County,

the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof and waives any

objection to any action instituted hereunder in any such court based on forum non–conveniens, and any objection to the venue of

any action instituted hereunder in such court;

(b)

consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have

to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum

and agrees not to plead or claim the same;

D-24

(c)

agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified

mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Collateral Agent) at the address referred to

in Section 5.01 hereof;

(d)

agrees that nothing herein shall affect the right of any other party hereto (or any First Lien Secured Party) to effect service of process

in any other manner permitted by law; and

(e)

waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred

to in this Section 5.08 any special, exemplary, punitive or consequential damages; provided that nothing in this clause (e) shall limit

the indemnification obligations of the Issuer or the other Grantors to the Notes Trustee and the Notes Collateral Agent hereunder or

under the Secured Credit Documents, including, without limitation, under Section 7.06 and Section 12.02(c) of the Indenture.

SECTION

5.09. GOVERNING LAW; WAIVER OF JURY TRIAL.

(A)

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD

TO THE PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW.

(B)

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT

AND FOR ANY COUNTERCLAIM THEREIN.

SECTION

5.10. Headings. Article, Section and Annex headings used herein are for convenience of reference only, are not part of this Agreement

and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION

5.11. Conflicts. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of

any of the other First Lien Security Documents or Additional First Lien Documents, the provisions of this Agreement shall control.

SECTION

5.12. Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose

of defining the relative rights of the First Lien Secured Parties in relation to one another. None of the Issuer, any other Grantor or

any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that

nothing in this Agreement (other than Sections 2.04, 2.05, 2.09 and Article V) is intended to or will amend, waive or otherwise modify

the provisions of the Indenture or any Additional First Lien Documents), and none of the Issuer or any other Grantor may rely on the

terms hereof (other than Section 2.04, 2.05, 2.09 and Article V). Notwithstanding anything in this Agreement to the contrary, nothing

in this Agreement is intended to or will obligate the Issuer or any other Grantor to take any action, or fail to take any action, that

would otherwise constitute a breach of, or default under, the Indenture or any First Lien Security Document. Nothing in this Agreement

is intended to or shall impair the obligations of any Grantor, which are absolute and unconditional, to pay the First Lien Obligations

as and when the same shall become due and payable in accordance with their terms.

SECTION

5.13. Additional First Lien Obligations. To the extent, but only to the extent permitted by the provisions of the Indenture and

the Additional First Lien Documents then in effect (each, as applicable), the Issuer and any other Grantor may incur Additional First

Lien Obligations. Any such additional class or Series of Additional First Lien Obligations (the “Senior Class Debt”)

may be secured by a Lien and may be guaranteed by the Issuer and/or any other Grantors on a pari passu basis, in each case under and

pursuant to the Additional First Lien Documents, if and subject to the condition (or election) that the Collateral Agent of any such

Senior Class Debt (each, a “Senior Class Debt Representative”), acting on behalf of the holders of such Senior Class

Debt (such Collateral Agent and holders in respect of any Senior Class Debt being referred to as the “Senior Class Debt Parties”),

becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iii) of the immediately succeeding paragraph.

D-25

order for a Senior Class Debt Representative to become a party to this Agreement,

(i)

such Senior Class Debt Representative, the Applicable Authorized Representative and the Issuer shall have executed and delivered an instrument

substantially in the form of Annex I (with such changes as may be reasonably approved by the Applicable Authorized Representative and

such Senior Class Debt Representative) pursuant to which such Senior Class Debt Representative becomes a Collateral Agent and Additional

Agent hereunder, and the Senior Class Debt in respect of which such Senior Class Debt Representative is the Collateral Agent and the

related Senior Class Debt Parties become subject hereto and bound hereby;

(ii)

the Issuer shall have delivered to the Collateral Agents (x) true and complete copies of each of the primary definitive Additional First

Lien Documents relating to such Senior Class Debt, certified as being true and correct by a responsible officer of the Issuer and (y)

a certificate of an authorized officer of the Issuer (1) identifying the obligations to be designated as Additional First Lien Obligations,

(2) identifying the initial aggregate principal amount or face amount thereof (as applicable) and (3) stating that such Additional First

Lien Obligations are permitted by each applicable Secured Credit Document then in effect to be incurred, or to the extent a consent is

otherwise required to permit the incurrence of such Additional First Lien Obligations under any Secured Credit Document, each applicable

Grantor has obtained the requisite consent; and

(iii)

the Additional First Lien Documents, as applicable, relating to such Senior Class Debt shall provide, in a manner reasonably satisfactory

to the Applicable Authorized Representative, that each Senior Class Debt Party with respect to such Senior Class Debt will be subject

to and bound by the provisions of this Agreement in its capacity as a holder of such Senior Class Debt.

SECTION

5.14 Integration. This Agreement together with the other Secured Credit Documents and the First Lien Security Documents represents

the entire agreement of each of the Grantors and the First Lien Secured Parties with respect to the subject matter hereof and there are

no promises, undertakings, representations or warranties by any Grantor, any Collateral Agent or any other First Lien Secured Party relative

to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Credit Documents or the First Lien

Security Documents.

SECTION

5.15 [RESERVED].

D-26

SECTION

5.16 Information Concerning Financial Condition of the Issuer and the other Grantors. In accordance with their respective First

Lien Security Documents, the Applicable Authorized Representative, the Applicable Collateral Agent, the other Authorized Representatives

and the other Collateral Agents and the Secured Parties shall each be responsible for keeping themselves informed of (a) the financial

condition of the Issuer and the other Grantors and all endorsers or guarantors of the First Lien Obligations and (b) all other circumstances

bearing upon the risk of nonpayment of the First Lien Obligations; provided that nothing in this Section 5.16 shall impose a duty on

the Notes Trustee or the Notes Collateral Agent to inform itself or investigate the financial condition of the Issuer or other Grantors

beyond that which may be required under the Indenture. The Applicable Authorized Representative, the Applicable Collateral Agent, and

the other Authorized Representatives and the other Collateral Agents and the Secured Parties shall have no duty to advise any other party

hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that the Applicable

Authorized Representative or the Applicable Collateral Agent, or any other Authorized Representative or Collateral Agent or any Secured

Party undertakes at any time or from time to time to provide any such information to any other party, it shall be under no obligation

to (i) make, and Applicable Authorized Representative or the Applicable Collateral Agent, or the other Authorized Representatives or

the other Collateral Agents and the Secured Parties shall not make or be deemed to have made, any express or implied representation or

warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (ii) provide

any additional information or to provide any such information on any subsequent occasion, (iii) undertake any investigation or (iv) disclose

any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or

is otherwise required to maintain confidential.

SECTION

5.17. Conversion of Currencies. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing

hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that

the rate of exchange used shall be that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first

currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

SECTION

5.18. Further Assurances. Each Collateral Agent, on behalf of itself and each First Lien Secured Party under the applicable Indenture

or Additional First Lien Debt Facility, agrees that it will (at the sole cost and expense of the Grantors) take such further action and

shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the other parties hereto may

reasonably request to effectuate the terms of, and the Lien priorities contemplated by, this Agreement.

SECTION

5.19. Notes Trustee and Notes Collateral Agent. It is understood and agreed that Wilmington Trust , National Association, is entering

into this Agreement in its capacities as (i) Trustee under the Indenture and/or the applicable Notes Collateral Documents at the direction

of the requisite holders of the Indenture Obligations, and (ii) as Notes Collateral Agent under the Indenture and/or the applicable Notes

Collateral Documents at the direction of the Trustee, acting at the requisite holders of the Indenture Obligations, and as such shall

not be responsible for the terms or sufficiency of this Agreement, and the provisions of the Indenture and/or the Notes Collateral Documents

granting or extending any rights, protections, privileges, indemnities and immunities to the Notes Trustee or Notes Collateral Agent

thereunder shall also apply to the Notes Trustee and the Notes Collateral Agent (as applicable) acting in any capacity hereunder, including,

without limitation, as the Applicable Authorized Representative or the Applicable Collateral Agent. For the avoidance of doubt, the parties

hereto acknowledge that in no event shall the Notes Trustee or the Notes Collateral Agent be responsible or liable for special, indirect,

or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether any such

party has been advised of the likelihood of such loss or damage and regardless of the form of action.

D-27

WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Very truly

yours,

APLD COMPUTECO

3 LLC

By:

Name:

Title:

APLD HPC

HOLDINGS 2 LLC

By:

Name:

Title:

APLD ELN-04

HOLDCO LLC

By:

Name:

Title:

APLD ELN-04

LLC

By:

Name:

Title:

APLD ELN-04

LANDCO LLC

By:

Name:

Title:

[Signature

Page to First Lien Intercreditor Agreement]

D-28

WILMINGTON

TRUST, NATIONAL ASSOCIATION,

Notes Trustee and Notes Collateral Agent

By:

Name:

Title:

[Signature

Page to First Lien Intercreditor Agreement]

D-29

ANNEX

[FORM

OF] JOINDER NO. [ ] (the “Joinder”) dated as of [ ], 202[ ] to the FIRST LIEN INTERCREDITOR AGREEMENT dated as of

[____] (the “First Lien Intercreditor Agreement”), among APLD COMPUTECO 3 LLC (the “Issuer”), APLD

HPC Holdings 2 LLC (“HoldCo”), the other Grantors party thereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes

Trustee (as such term is defined below) and as initial notes collateral agent for the Indenture Secured Parties (as defined below) (in

such capacity and together with each of its successors and assigns, in such capacity, the “Notes Collateral Agent”)

and each Additional Agent and each Authorized Representative from time to time party thereto for the Additional First Lien Secured Parties

of the Series with respect to which it is acting in such capacity.

Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the First Lien Intercreditor

Agreement.

As a condition to the ability of the Grantors to incur Additional First Lien Obligations and to secure such Senior Class Debt with the

Senior Lien and to have such Senior Class Debt guaranteed by the Grantors on a senior basis, in each case under and pursuant to the Additional

First Lien Documents, the Senior Class Debt Representative in respect of such Senior Class Debt is required to become a Collateral Agent

and Additional Agent under, and such Senior Class Debt and the Senior Class Debt Parties in respect thereof are required to become subject

to and bound by, the First Lien Intercreditor Agreement. Section 5.13 of the First Lien Intercreditor Agreement provides that such Senior

Class Debt Representative may become a Collateral Agent and Additional Agent under, and such Senior Class Debt and such Senior Class

Debt Parties may become subject to and bound by, the First Lien Intercreditor Agreement, upon the execution and delivery by the Senior

Class Debt Representative of an instrument in the form of this Joinder and the satisfaction of the other conditions set forth in Section

5.13 of the First Lien Intercreditor Agreement. The undersigned Senior Class Debt Representative (the “New Collateral Agent”)

is executing this Joinder in accordance with the requirements of the First Lien Intercreditor Agreement.

Accordingly,

the New Collateral Agent agrees as follows:

SECTION

1. In accordance with Section 5.13 of the First Lien Intercreditor Agreement, the New Collateral Agent by its signature below becomes

a Collateral Agent and Additional Agent under, and the related Senior Class Debt and Senior Class Debt Parties become subject to and

bound by, the First Lien Intercreditor Agreement with the same force and effect as if the New Collateral Agent had originally been named

therein as a Collateral Agent, and the New Collateral Agent, on behalf of itself and such Senior Class Debt Parties, hereby agrees to

all the terms and provisions of the First Lien Intercreditor Agreement applicable to it as a Collateral Agent and to the Senior Class

Debt Parties that it represents as Additional First Lien Secured Parties. Each reference to a “Collateral Agent” or

an “Additional Agent” in the First Lien Intercreditor Agreement shall be deemed to include the New Collateral Agent.

The First Lien Intercreditor Agreement is hereby incorporated herein by reference.

SECTION

2. The New Collateral Agent represents and warrants to the other First Lien Secured Parties that (i) it has full power and authority

to enter into this Joinder, in its capacity as [agent] [trustee] under [describe new facility], (ii) this Joinder

has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it

in accordance with the terms of such Agreement and (iii) the Additional First Lien Documents relating to such Senior Class Debt provide

that, upon the New Collateral Agent’s entry into this Agreement, the Senior Class Debt Parties in respect of such Senior Class

Debt will be subject to and bound by the provisions of the First Lien Intercreditor Agreement as Additional First Lien Secured Parties.

D-30

SECTION

3. This Joinder may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall

constitute a single contract. This Joinder shall become effective when signed by the New Collateral Agent. Delivery of an executed signature

page to this Joinder by electronic methods shall be effective as delivery of a manually signed counterpart of this Joinder.

SECTION

4. Except as expressly supplemented hereby, the First Lien Intercreditor Agreement shall remain in full force and effect.

SECTION

5. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION

6. In case any one or more of the provisions contained in this Joinder should be held invalid, illegal or unenforceable in any respect,

no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable,

but the validity, legality and enforceability of the remaining provisions contained herein and in the First Lien Intercreditor Agreement

shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal

or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal

or unenforceable provisions.

SECTION

7. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the First Lien Intercreditor

Agreement. All communications and notices hereunder to the New Collateral Agent shall be given to it at the address set forth below its

signature hereto.

SECTION

8. The Issuer agrees to reimburse the Applicable Authorized Representative and the Applicable Collateral Agent for its reasonable out-of-pocket

expenses in connection with this Joinder, including the reasonable fees, other charges and disbursements of counsel for the Applicable

Authorized Representative and the Applicable Collateral Agent.

SECTION

9. The New Collateral Agent is joining the First Lien Intercreditor Agreement in its capacity as collateral agent under the applicable

Additional First Lien Documents governing such Additional First Lien Obligations and the provisions of such documents granting or extending

any benefits, immunities, indemnities, privileges, protections and rights to the New Collateral Agent thereunder shall also apply to

the New Collateral Agent under the First Lien Intercreditor Agreement.

[Signature

Page to First Lien Intercreditor Agreement]

D-31

WITNESS WHEREOF, the New Collateral Agent has duly executed this Joinder to the First Lien Intercreditor Agreement as of the day and

year first above written.

[NAME

OF NEW COLLATERAL AGENT], as

[ ]

for the holders of

[ ],

By:

Name:

Title:

[Signature

Page to First Lien Intercreditor Agreement]

D-32

Address

for notices:

attention

of:

Telecopy:

[Signature

Page to First Lien Intercreditor Agreement]

D-33

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Jun. 16, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 16, 2026

Entity File Number

001-31968

Entity Registrant Name

APPLIED

DIGITAL CORPORATION

Entity Central Index Key

0001144879

Entity Tax Identification Number

95-4863690

Entity Incorporation, State or Country Code

Entity Address, Address Line One

3811

Turtle Creek Boulevard

Entity Address, Address Line Two

Suite 2100

Entity Address, City or Town

Dallas

Entity Address, State or Province

Entity Address, Postal Zip Code

75219

City Area Code

214

Local Phone Number

427-1704

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock

Trading Symbol

APLD

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration