Electric Services Agreement, dated August 4, 2021, by and between APLD Hosting, LLC and [Redacted]

Exhibit 10.6

** Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

ELECTRIC SERVICE AGREEMENT

This Electric Service Agreement (“Agreement”) is made by and between APLD Hosting LLC, a Nevada Corporation (“Customer”) with its principal office in Dallas, Texas and registered to do business in North Dakota, and [**] (“Company”), a [**] corporation with its principal office in [**]. Customer or Company may be referred to as “Party” or collectively as “Parties”.

BACKGROUND

In consideration of the mutual promises contained below, the parties agree as follows:

Customer understands that the Company’s extension of service may be subject to weather conditions, other regulatory approvals, and the availability of electrical equipment, delivery schedules and other factors. Customer understands it is also subject to load curtailment during system contingencies. Contingencies include, but are not limited to, a loss of the 345 kV transmission lines or 345/115/41.6 kV transformers.

No later than fifteen (15) days prior to the Facility’s in-service date, Company and Customer shall agree on and execute Standard Operating Procedures to implement curtailment and other on-going operational matters.

In the event Customer fails to reduce its load to the Firm Demand Level at any time during a Curtailment period, Customer shall pay a penalty to Company as liquidated damages for impacts to Company’s cost of service related to Customer’s failure; such penalty shall be calculated as follows:

For each instance of reliability non-compliance, Customer shall pay the greater of (a) any MISO penalty charges incurred by Company pursuant to Modules A and E of the MISO tariff; or (b) Customer’s actual Demand during the control period in excess of Firm Demand Level which shall be billed at the Company’s monthly SLGS Tariff rate for the billing period plus actual energy billed at LMP during the period of curtailment in which any instance of non-compliance occurred. Customer’s Demand during the period of Curtailment which is in excess of Firm Demand Level shall be the basis of determining MISO penalty charges, which will include the cost to procure any required market products as well as any other penalty charges incurred by Company. Customer shall not be allowed to use the Demand paid for in any non-compliance event for any future operations. In addition to the potential penalties above, the Customer is responsible for reimbursing Company for purchasing replacement capacity at applicable market rates if Customer fails to respond to a MISO emergency and MISO revokes the capacity credit associated with the non-firm portion of their load. If Customer fails to respond for Economic Curtailments Company reserves the right to revoke SLGS Tariff.

The following terms shall apply to the Company’s administration of the Advance Payment-Capital and Advance Payment-Regulatory (collectively, “Advance Payments”):

(a)               In the event this Agreement is terminated prior to the end of the Initial Term or Customer ceases it electric service under the Company’s SLGS Tariff prior to the end of the Initial Term, Company shall return the remaining balance (unspent portion) of the Advance Payments to Customer, if any, less amounts incurred by Company for the regulatory and infrastructure expenses.

(b)              The Advance Payments shall accrue interest during the Initial Term at the rate paid by the Bank of North Dakota for its smallest six (6)-month certificate of deposit, as of the first business day of each calendar year. All interest during the Service Period shall accrue to the benefit of Customer and shall be credited to Customer’s electric account on an annual basis forty-five (45) calendar days after the end of each Contract Year by direct payment to Customer.

(c)             As used in this Agreement, “Contract Year” means an annual period commencing on the Commencement Date and each annual anniversary thereof during the Initial Term of this Agreement.

(a)               No later than fifteen (15) days prior to Facility’s in service date, Customer shall deliver to Company a Payment Security and Cessation of Operations Notice Protection Deposit (the “Security Deposit”) of Seven Million Five Hundred Thousand Dollars ($7,500,000.00) in cash, to be paid by Electronic Funds Transfer. Except as provided herein, the Security Deposit shall be administered pursuant to the Company’s Rules and Regulations, including Section 1.03 “Deposits, Guarantees and Credit Policy” now in force or as may be modified from time to time and approved by Commission. Customer shall at all times and throughout the entire Term of this Agreement maintain a minimum Security Deposit balance of Seven Million Five Hundred Thousand Dollars ($7,500,000.00) (the “Security Deposit Minimum”), except as defined in Section 16. Within five (5) business days of Company notifying Customer that the balance of the Security Deposit is less than Security Deposit Minimum, Customer shall deliver to Company the amount necessary to maintain the Security Deposit Minimum. The Customer’s failure to do so shall be a Payment Default on the part of the Customer.

(b)               In lieu of the cash Security Deposit in Section 15(a), with the prior written consent of the Company the Customer may provide the Security Deposit in the form of an irrevocable letter of credit acceptable to the Company (“Letter of Credit”). Customer must present its proposed Letter of Credit to Company no later than forty-five (45) days prior to Facility’s in service date. A fully executed Letter of Credit, in a form acceptable solely as determined by the Company within ten (10) days prior to the Facility’s in-service date. Customer must provide Company no less than sixty (60) days advance notice of termination of an approved Letter of Credit and provide to Company a Replacement Letter of Credit no later than thirty (30) days prior to such termination. Customer may replace a Letter of Credit with cash deposit as described in part (a) of this Section 15. Customer’s failure to provide such notice and replacement shall be a Payment Default on the part of the Customer.

(c)               This Section 15 is required for Company’s other customers and Company protection from revenue deficiency for sudden discontinuation of operations and weekly bill payment.

(a)               Company may apply all or any part of the Security Deposit to Customer bills which are due, or commensurately draw upon a Letter of Credit with notice thereof provided to Customer;

(b)               Company may immediately disconnect Customer’s electric service with notice thereof provided to Customer. Customer expressly waives any right it may have to stay or delay disconnection of service pursuant to N.D. Admin. Code Section 69-02-02-02;

(c)               In the case of the Customer’s failing to provide notice required under Section 18, the Company may retain for its own account all or any part of the Security Deposit or draw upon a Letter of Credit an amount necessary to ensure that the Company receives payment from Customer up to what the Company would have received if the Customer had provided one (1) year’s advance notice of any material reduction in Customer’s electrical consumption or cessation of operations

(d)               Company may terminate this Agreement, upon Ten (10) business days advance written notice to Customer, should default not be cured by Customer before the tenth day after such notice. Such termination shall not terminate the Company’s right to apply the Payment Security Deposit to any amount owed by Customer to Company, and to seek any and all other available remedies. Customer may no longer take service pursuant to the SLGS tariff upon termination of this Agreement; and

(e)               In the event Customer disputes a bill the Customer shall pay such bill under protest. The Company shall refund to the Customer any part of such payment made under protest if later found by the Company or the Commission to be excessive or incorrectly calculated.

Any Notice given in accordance with this Section will (i) if delivered during the recipient’s normal business hours on any given business day, be deemed received by the designated recipient on such date, and (ii) if not delivered during the recipients’ normal business hours on any given business day, be deemed received by the designated recipient at the start of the recipient’s normal business hours on the next business day after such delivery.

IN WITNESS WHEREOF, the parties execute this Agreement effective as of   August 4 , 2021.

Exhibit A – Proposed Super Large General Service Tariff- APLD Hosting LLC.

Exhibit B