Material Agreement Form 8 K

Item 1.01.Entry into a Material Definitive Agreement

Dealer Manager Agreement

On September 23, 2024, Applied Digital Corporation (the "Company") entered into a Dealer Manager Agreement (the "Dealer Manager Agreement") with Preferred Capital Securities, LLC (the "Dealer Manager"), pursuant to which the Dealer Manager has agreed to serve as the Company's agent and dealer manager for the Company's proposed offering (the "Offering") of up to 2,500,000 shares (the "Shares") of Series E-1 Redeemable Preferred Stock, par value $0.001 per share (the "Series E-1 Preferred Stock"), on substantially the same terms as the prior Series E Offering (as defined below) as will be set forth in the Prospectus (as defined below). The Shares to be sold in the Offering will be issued pursuant to a Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Restrictions of the Series E-1 Redeemable Preferred Stock (the "Certificate of Designations") to be filed with the Secretary of State of the State of Nevada prior to the closing of the Offering.

As will be set forth in the Prospectus, the Series E-1 Preferred Stock will have substantially the same terms as the Series E Redeemable Preferred Stock, par value $0.001 per share (the "Series E Preferred Stock"), previously issued to investors in several offerings (collectively, the "Series E Offering") pursuant to the prospectus supplement, dated May 16, 2024, and a base prospectus, dated May 16, 2024, relating to the shelf registration statement on Form S-3 (File No. 333-279155) filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"). On September 23, 2024, the Company filed a registration statement on Form S-1 (File No. 333-282293) (the "Registration Statement"), including a preliminary prospectus, with the SEC under the Act to register the offer and sale of the Shares. As of the date of this Current Report on Form 8-K, the Registration Statement has not been declared effective by the SEC. If and when the Registration Statement has been declared effective by the SEC, the Shares will be offered and sold pursuant to the final prospectus contained in the Registration Statement (the "Prospectus").

The Dealer Manager Agreement requires the Dealer Manager to use its reasonable best efforts to sell the Shares in the Offering pursuant to a subscription agreement or unit agreement as will be set forth in the Prospectus. Each Share will be sold at a public offering price of $25.00 per share (the "Stated Value"), subject to adjustment as will be set forth in the Prospectus. Subject to the terms, conditions and limitations described in the Dealer Manager Agreement, the Company will pay to the Dealer Manager a dealer manager fee in an amount equal to 2% of the Stated Value per Share sold in the Offering and a selling commission of up to 6% of the Stated Value per Share sold in the Offering. The Company may pay reduced selling commissions or may eliminate commissions or certain sales of the Series E-1 Preferred Stock, including the reduction or elimination of selling commissions in accordance with, and on the terms that will be set forth in, the Prospectus. The Company expects the Dealer Manager to authorize participating broker-dealers that are members of the Financial Industry Regulatory Authority to sell the Shares. The Dealer Manager may reallow all or a portion of its selling commission attributable to a participating broker-dealer. The Dealer Manager may also reallow a portion of its dealer manager fee earned on the proceeds raised by a participating broker-dealer, to such participating broker-dealer as a marketing fee.

Services Agreement

On September 23, 2024, the Company entered into the Amended and Restated Services Agreement (the "Amended and Restated Services Agreement") with Preferred Shareholder Services, LLC ("PSS"), an affiliate of the Dealer Manager, pursuant to which PSS will provide certain non-distribution relatedsupport services to the Company relating to the Series E-1 Preferred Stock as well as certain services relating to the Series E Preferred Stock. The Amended and Restated Services Agreement amends and restates the Services Agreement entered into between the Company and PSS on May 16, 2024. The Company is responsible for payments due under the Amended and Restated Services Agreement. The services to be provided by PSS include, among other things, assistance with recordkeeping, communications with the holders of Series E-1 Preferred Stock and Series E Preferred Stock dealing with administrative matters, oversight and administration of an e-delivery program for communications to all affected parties, and facilitate and act as liaison to the transfer agent and other service providers for the holders of Series E-1 Preferred Stock and Series E Preferred Stock.