Monthly Interest Payments:

Interest Payments to change from quarterly to monthly commencing in May 2023

One Year Deferral of Amortization of Term Loans:

Commencement of amortization on all Term Loans to be deferred to April 8, 2024, subject to certain conditions, and, if such deferral occurs, such required amortization may be cancelled entirely if a specified prepayment

Subject to the satisfaction of the Amortization Deferral Conditions (as defined below), Borrower shall repay the outstanding principal balance of the Term Loans in quarterly installments on each Payment Date, beginning with April 8, 2024, equal to 25.00% of the unpaid principal amount of Term Loans (including the Closing Date Term Loan, the First Amendment Term Loan and the Delayed Draw Term Loans) outstanding following the January 2024 Payment Date; provided, that if the Amortization Deferral Conditions are satisfied, Borrower shall not be required to make any such amortization payments if Borrower satisfies the Specified Prepayment Condition (as defined below) on or before April 1, 2024.

“Amortization Deferral Conditions” means the following:

1.       Completion of the Qualifying Equity Capital Raise on or before March 15, 2023;

2.       Compliance with the Borrower Corporate Governance provisions set forth below; and

3.       No Default or Event of Default has occurred or is continuing.

“Specified Prepayment Condition” means that Borrower’s prepayments of principal of the Term Loans out of Excess Cash Flow and/or with the net proceeds of the issuance of any equity or Equity-Linked Securities (as defined below) (including from any Excess Proceeds (as defined below) from the Qualified Equity Capital Raise (as defined below), but excluding any proceeds from the exercise of the Lender Warrants (as defined below)) exceed $40 million in the aggregate.

“Qualified Equity Capital Raise” means the issuance by Borrower of any equity or Equity-Linked Securities (as defined below) in one or more transactions between January 23, 2023 and March 15, 2023 with aggregate net proceeds of at least $33.5 million received by Borrower from such issuances no later than March 15, 2023, provided, that any proceeds received by Borrower from the exercise of warrants issued to certain investors on December 12, 2022 to purchase up to 8,750,000 shares of Borrower’s common stock (the “December Warrants”) shall be included in the calculation of such net proceeds up to an aggregate amount of $3.5 million.

“Equity-Linked Securities” means any option or warrant to purchase equity or other security or instrument that is convertible into or exchangeable for equity, including convertible indebtedness that has actually converted into equity, but excluding convertible indebtedness that has not been converted into equity or any other form of Indebtedness.

“Excess Proceeds” means net proceeds from the Qualified Equity Capital Raise in excess of $33.5 million.

For the avoidance of doubt, nothing herein shall relieve the Loan Parties of their obligation to pay any Prepayment Fee in connection with any prepayment of Term Loans from Excess Proceeds or any other issuance of common stock, preferred stock or convertible preferred stock.

Excess Cash Flow Sweep:

If the Amortization Deferral Conditions are satisfied, quarterly prepayments of Excess

If the Amortization Deferral Conditions have been satisfied, Borrower shall make a mandatory prepayment of the Term Loans in an amount equal to (i) 80% of the estimated Excess Cash Flow for the applicable fiscal quarter (the “Estimated ECF Payment”) on each Payment Date occurring from April 2023 through and including January 2024, and (ii) the difference between the actual Excess Cash Flow and the Estimated

ECF Payment for the applicable fiscal quarter within (A) 45 days after the end of the applicable fiscal quarter, in the case of each of the first, second and third fiscal quarters of 2023 and (B) 90 days after the fourth fiscal quarter of 2023.

If Borrower has satisfied the Specified Prepayment Condition on or before April 1, 2024, Borrower shall continue to make mandatory prepayments of the Term Loans in an amount equal to (i) 80% of the Excess Cash Flow on each Payment Date occurring from April 2024 through and including October 2024, and (ii) 20% of the Excess Cash Flow within 45 days after the end of the applicable fiscal quarter.

All outstanding principal and accrued and unpaid interest with respect to the Term Loans are due and payable in full on the Maturity Date (December 1, 2024).

“Excess Cash Flow” means, with respect to each applicable fiscal quarter, the cash flow from the Loan Parties’ operations calculated in accordance with GAAP for such fiscal quarter, minus Capital Expenditures (as defined below) for such fiscal quarter, subject to the Excess Cash Flow Adjustments (as defined below).

”Capital Expenditures” means, for any period, the sum of the aggregate amount of (a) all payments of the Loan Parties on a consolidated basis for property, plant or equipment during such period which, in accordance with GAAP, would be classified as capital expenditures, and (b) all payments by the Loan Parties in connection with the financing of insurance premiums in the ordinary course of business which are direct obligations of any Loan Party (“Qualified Insurance Costs”).¹

“Excess Cash Flow Adjustments” means the following adjustments to be taken into account in calculating Excess Cash Flow:

o      For the purposes of calculating Excess Cash Flow for any fiscal quarter ending on or after June 30, 2023, (i) Corporate SG&A Payments (whether in cash or in kind, and excluding Qualified Insurance Costs) exceeding $5 million for such fiscal quarter will be added back to Excess Cash Flow and (ii) stock-based compensation will be excluded.

o      For the purposes of calculating Excess Cash Flow for any fiscal quarter ending on or after September 30, 2023, Capital Expenditures exceeding $1 million (excluding Qualified

Insurance Costs) for such fiscal quarter will be added back to Excess Cash Flow.

o      Payments for certain accrued financial and/or legal advisory fees as of January 20, 2023 that would otherwise reduce Excess Cash Flow will be added back to Excess Cash Flow.

“Corporate SG&A Payments” means payments for goods or services unrelated to mining operations at the Lake Mariner and Nautilus sites.

Compliance with a 13-week cash budget in a form reasonably satisfactory to the Lenders (“13-Week Budget”), which shall include any net proceeds received by Borrower from the Qualifying Equity Capital Raise, with permitted variances with respect to revenue and costs (but not the Qualified Equity Capital Raise) to be agreed.

13-Week Budget to be updated on a monthly basis until Company achieves full operation of its 110 MW of mining capacity at Lake Mariner and 50 MW of mining at Nautilus.

Borrower’s Chief Financial Officer Patrick Fleury and Borrower’s Chief Accounting Officer Kenneth Deane shall perform a weekly review of

1.     Same conditions as set forth in the Fourth Amendment to Loan, Guaranty and Security Agreement dated as of January 6, 2023;

2.     Receipt by Borrower of binding commitments for no less than $10 million of the Qualifying Equity Capital Raise (excluding the December Warrants) provided that any commitment for convertible indebtedness must provide for mandatory conversion into equity prior to March 15, 2023;

3.     Appointment of the Observer;

4.     Delivery by Borrower to Lenders of an updated 13-Week Budget and an updated perfection certificate for all Loan Parties;

5.     Execution and delivery of Somerset Side Letter (as defined below);

6.     Issuance of Lender Warrants (as defined below) and execution and delivery of the Registration Rights Agreement (as defined below);

7.     All required approvals by Borrower’s shareholders and board of directors; and

8.     Each Lender shall have received all required internal approvals for the 5^th Amendment.

1.    “Penny” warrants to purchase an aggregate number of common shares of Borrower equal to 10% of Borrower’s fully diluted equity determined as of the Fifth Amendment effective date (the “Penny Warrants”); and

2.    Warrants to purchase an aggregate number of common shares of Borrower equal to 5% of Borrower’s fully diluted equity determined as of the Fifth Amendment effective date with an exercise price of $1.00 (the “Dollar Warrants” and, together with the Penny Warrants, the “Lender Warrants”);

in each case subject to the provisions of a Warrant Agreement reasonably acceptable to Borrower and the Required Lenders; provided, that the

Warrant Agreement for all such Lender Warrants shall include (i) an Exercise Period for the Penny Warrants beginning on April 1, 2024 and ending on December 31, 2025 and an Exercise Period for the Dollar Warrants beginning on April 1, 2024 and ending on December 31, 2026, and (ii) antidilution protection with respect to (A) the Qualifying Equity Capital Raise, (B) any equity securities issued to Somerset Operating Company, LLC in exchange for a 5-year extension of the initial lease term, and (C) any equity or equity-linked securities issued by Borrower in exchange for up to $5 million following completion of the Qualifying Equity Capital Raise.

The Company shall grant to the Lenders customary registration rights in respect of shares issuable upon exercise of the Lender Warrants pursuant to a registration rights agreement reasonably acceptable to the Lenders (the “Registration Rights Agreement”).