DPW Ault Global Holdings Inc

On December 6, 2022 (the “Effective Date”), BitNile, Inc., a Delaware corporation (“BitNile”) and wholly owned subsidiary of BitNile Holdings, Inc., a Delaware corporation (the “Company”) entered into a Master Services Agreement (the “Hosting Agreement”) with Agora Digital Holdings Inc. (“Agora”) providing for the hosting by Agora of Bitcoin miners owned by BitNile.

Pursuant to the Hosting Agreement, Agora will provide 12 megawatts (“MWs”) of power, which is expected to host approximately 3,750 S19j Pro Antminers (the “Miners”) owned by BitNile for a period of one (1) year, which will automatically renew for an additional year unless BitNile provides Agora written notice of termination at least 30 days before the end of the initial year or any subsequent yearly renewal. BNI has the right to terminate the service order for any reason, which would terminate the Hosting Agreement, upon 60 days’ notice. Agora does not have the right to terminate the Hosting Agreement, except in very limited circumstances relating to BitNile materially breaching the Hosting Agreement and failing to cure within the cure period, BitNile ceasing to carry on business, or BitNile filing for bankruptcy or making a general assignment for the benefit of creditors. 

BitNile agreed to reimburse Agora for the actual monthly cost of all kilowatt hours (“kWh”) of energy consumed by the Miners, plus a service fee per kWh utilized, which will be invoiced monthly in arrears. At BNI’s direction but at Agora’s expense, an additional sixty-six (66) MWs of power to be made available as determined by Agora, BNI and the electrical provider.

Under the Hosting Agreement, Agora is required to raise at least $5 million in capital within 45 days of the Effective Date, of which a sufficient amount, as reasonably determined by BNI, is required to be funded within 10 days of the Effective Date. In addition, pursuant to the Hosting Agreement, Agora is obligated to make 4 MWs of power Available for Use (as defined in the Hosting Agreement) no later than 20 days after the Effective Date and 12 MWs of power Available for Use no later than 60 days after the Effective Date. If Agora fails to raise the required capital or make power Available for Use by the deadline dates, BNI has the right to immediately terminate the Hosting Agreement, and Agora will reimburse BNI for all out-of-pocket expenses through the date of termination, as well as the cost to relocate the Miners to another hosting facility.

The foregoing description of the Hosting Agreement does not purport to be complete and is qualified in its entirety by reference to the form which is annexed hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.  The foregoing does not purport to be a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to such exhibits.