PROMISSORYNOTE

$ Set forth on the Borrowing AnnexDated:As setforth onthe BorrowingAnnex (the“Effective Date”)

FOR VALUE RECEIVED, the undersigned, US Digital Mining and Hosting Co_, a _Florida_ (“Borrower”), hereby promises to paytoChainFiInc.(d/b/aArchLending)(“Noteholder”),theprincipal sum for each borrowing as set forth on the applicable Borrowing Annex to be attached hereto (the “Principal Amount”), in USDC stablecoin (“USDC”), together with interest thereon,inaccordancewith the terms of this Promissory Note (this “Note”).

1.

Payments.

(a)

Maturity Date. Subject to the other provisions hereof, the entire outstanding Principal Amount for each borrowing and all accrued and unpaid interest thereon shall be due and payable infullnolaterthan5:00p.m.EasternTimeonthe date that is one (1) calendar day after the Maturity Date for such borrowing, as set forth on the applicable Borrowing Annex, or upon the earlier maturity hereof, whether by acceleration or otherwise (the “Maturity Date”), without the requirement for any demand for repayment by Noteholder. Amounts repaid may not be reborrowed.

(b)

Voluntary Prepayment. Borrower shall have the right to voluntarily prepay the outstanding Principal Amount for an applicableborrowing,inwholeorinpart,atanytimeandfromtime to time, without premium or penalty. Any such prepayment shall be made together with payment of interest accrued on the portion of the Principal Amount for theborrowingbeingprepaidthroughthedate ofsuchprepayment.AnyprepaymentsunderthisNoteshallbeappliedfirsttoaccruedandunpaidinterest and then to reduce the outstanding Principal Amount for the applicable borrowing being repaid.

2.

Interest.

(a)

Interest Rate. The unpaid Principal Amount for a borrowing shall bear interest from the Effective Date until the Maturity Date at a rate per annum equal to the applicable short-term Applicable Federal Rate published by the Internal RevenueServiceunderSection1274(d)oftheInternal Revenue Code of 1986, as amended, in effect on the Effective Date for such borrowing (the minimum federal rate required to avoid imputed interest). Interest shall be payable on the Maturity Date. Unless otherwise expressly set forth in this Note, interestshallbecomputedandpayablebasedonthenumberof days elapsed and a 360-day year.

(b)

Default Rate. Notwithstanding theforegoing,upontheoccurrenceandduringthe continuance of an Event of Default, the outstanding Principal Amount and, to the extent permitted by applicable law, all accrued and unpaid interest and any other amounts then due and payable hereunder, shall bear interestatarateperannumequalto15%(the“DefaultRate”),payableondemand.Interestat the Default Rate shall accrue from the dateoftheapplicableEventofDefaultuntilsuchEventofDefault is cured or waived in writing by Noteholder, and shall in no event exceed the Maximum Rate.

(c)

Interest Rate Limitation. Regardless of any provisions contained in this Note, Noteholder shall never be deemed to have contracted for or be entitled to receive, collect, or apply as interest on this Note, any amount in excess of the Maximum Rate, and, in the event Noteholder ever receives, collects, or applies as interest any such excess, such amount which would beexcessiveinterest shall be applied to thereductionoftheunpaidPrincipalAmountforanapplicableborrowing,and,ifsuch Principal Amount is paid in full, then any remaining excess shall be paid to Borrower. As used herein, “Maximum Rate” means the maximum lawful rate of interest which may be contracted for, charged, taken,received,orreservedbyNoteholderinaccordancewiththeapplicablelawsoftheStateof

Delaware (or applicable United States federal law to the extent that such law permits Noteholder to contract for, charge, take, receive, or reserve a greater amount of interest than under Delaware law),taking into account all charges made in connection with the transaction evidenced by this Note.

3.

UseofProceeds.Theproceedsoftheborrowingshereundershallbefundedby NoteholderdirectlytoSE&SJLiebelLimitedPartnership(“SE&SJLiebelLimitedPartnership”)in full satisfaction of Borrower’s outstanding loan with SE & SJ Liebel Limited Partnership.

4.

Conditions Precedent. The obligation of Noteholder to makeanyborrowinghereunderis subject to the satisfaction(orwrittenwaiverbyNoteholder)ofeachofthefollowingconditionsprecedent on or prior to the Effective Date for such borrowing:

(a)

Noteholder shall have received this Note, duly executed and delivered by Borrower, together with a completed and executed Borrowing Annex for such borrowing.

(b)

Noteholder shall have received a closing certificate of Borrower, dated as of the Effective Date and executed by a duly authorized officer ofBorrower,certifying as to and attaching: (i) Borrower’s organizational documents (including its certificateof incorporation and bylaws), each as in effect on the Effective Date;

(ii) resolutions of the board of directors (or other governing body) of Borrower authorizing the execution, delivery and performance of this Note and the transactions contemplated hereby; (iii) an incumbency certificate identifying by name and title, and bearing the specimen signatures of, the officers of Borrower authorized to execute and deliver this Note and any relateddocumentsonbehalf of Borrower; and (iv) a certificate of good standing (or equivalent) of Borrower fromitsjurisdictionoforganization,datedreasonablyclosetotheEffectiveDate.

(c)

Noteholder shall have received satisfactory evidence (including, if requested, a payoff letterorwireinstructionsfromSE&SJLiebelLimitedPartnership)ofthe amount required to satisfy in full Borrower’s outstanding loan with SE & SJ Liebel Limited Partnership, together with Borrower’s irrevocable direction to fund the proceeds of the borrowing directly to SE & SJ Liebel Limited Partnership in accordance with Section 3.

(d)

Borrower shall have provided Noteholder with a valid USDC wallet address atSE & SJ Liebel Limited Partnership (or other delivery instructions reasonably acceptable to Noteholder) for the receipt of the proceeds, and Noteholder shall havecompletedallcustomerduediligence,know-your-customer, anti-money-laundering, and sanctions screening required by Noteholder’spolicies and applicable law.

(e)

TherepresentationsandwarrantiesofBorrowersetforthinthisNoteshallbetrue and correct in all material respects as of the Effective Date, and no Event of Default (or event that, with the giving of notice or passage of time, or both,would constitute an Event of Default) shall have occurred and be continuing or would result from such borrowing.

2

5.

Default.

(a)

Event of Default. An“EventofDefault”shallexisthereunderifanyoneormore of the following events shall occur and be continuing: (i)this Note shall cease to be the legal, valid, binding agreement enforceable against Borrower in accordance with its terms or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the rights, titles, interests, remedies, powers, or privileges intended tobecreatedthereby;(ii)Borrowershall(A)applyfor or consenttotheappointmentofareceiver,trustee,intervenor,custodian,orliquidatorofitselforofallor a substantial part of its assets, (B)be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admitinwritingthatitisunabletopayitsdebtsastheybecomedueor(C)fileapetitionor answer seeking an arrangement with creditorsortotakeadvantageofanybankruptcyorinsolvencylaws,

(iii)an order, judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority appointing a receiver, trustee, intervenor, or liquidator of Borrower, or of all or substantially all of its assets,andsuchorder,judgment,ordecreeshallcontinueunstayedandineffectfor a period of 60 days; (iv) Borrower shallfailtopaywhendueanyprincipalof,orinterestupon,thisNote;

(v) any representation or warranty made by Borrower hereinshallbeuntrueorinaccurateinanymaterial respect or (vi) default shall occur in the performance of any of the covenantsoragreementsofBorrower contained herein and such default shall remain unremedied for a period of five (5) calendar days;

(b)

Remedies. Upon the occurrence of any Event of Default hereunder, the holder hereof may,atitsoption:(i)uponnoticetoBorrower,declaretheentireunpaidbalanceofprincipalofand accruedinterestuponthisNotetobeimmediatelydueandpayable;(ii)reduceanyclaimtojudgment;and

(iii)pursue and enforce any of Noteholder’s rights and remedies available pursuant to this Note or any applicable law. Upon the occurrence of any event described in clause (ii)or (iii)of Section 5(a), the obligations of Noteholder hereunder shall automatically terminate and the aggregate unpaid Principal Amount and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of Noteholder.

6.

Borrower Representations and Warranties. Borrower represents and warrants to Noteholder that the execution, delivery, and performance byBorrowerofthisNotedoesnotconflictwith or result in any breach or contravention of, or thecreationofanylienunderorrequireanypaymenttobe made under (a) any contractual obligation to which Borrower is a party or affecting Borrower or the properties of Borrower or (b) any order, injunction, writ, or decree of anygovernmentalauthorityorany arbitral award to which Borrower or its property is subject.

7.

Miscellaneous.

(a)

Notices. All notices, requests, or other communications required or permitted to be delivered hereunder shall be delivered in writingtotheaddresslistedbelowforNoteholderandonthe signaturepageheretoforBorrower,ortosuchotheraddressassuchapartymayfromtimetotimespecify in writing.

NoteholderAddress:

ChainFi,Inc(dbaArchLending) 595 Broadway, 4th Floor

NewYork,NY10012

(b)

Amendments. No amendment or waiver of any provision of this Note, and no consent to anydeparturebyBorrowertherefrom,shallbeeffectiveunlessinwritingsignedbyNoteholder and Borrower.

(c)

Entire Agreement. This Note embodies the final, entire agreement of Borrower and

3

Noteholder and supersede any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof and thereof andmaynotbe contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of BorrowerandNoteholder.TherearenooralagreementsbetweenBorrowerandNoteholder regarding the subject of this Note and any Borrowing Annex.

(d)

Governing Law. This Note is being executed and deliveredandisintendedtobe performed in the State of New York. This Note and all issues and claims arising in connection with or relating to this Note, including but without limitation, all contract, tort, equity, or other claims or counterclaims shall be governed and construed in accordance with the laws of the State of New York (without consideration of its conflicts of laws rules) and the applicable laws of the United States of America.

(e)

Severability. If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall notaffectanyother term or provision of this Note or invalidate or render unenforceable such term or provision in any other jurisdiction.

(f)

Successors and Assigns. This Note may not be assigned or transferred by Noteholder except by operation of law.

(g)

Full Recourse. Notwithstanding anything to the contrary contained herein, all obligations of Borrower under this Note are full recourse obligations of Borrower, and Noteholder shall have full recourse to Borrower and all of Borrower’s assets for the payment and performance of such obligations.

(h)

Taxes; Gross-Up. Any and all payments by or on account of any obligation of Borrower under this Note shall be made free and clear of, and withoutdeductionorwithholdingfor,any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilitieswith respect thereto (including any interest, additions to tax, or penalties applicable thereto) imposed by any Canadian, U.S. federal, state, provincial, local, or other governmental authority (collectively, “Taxes”), excluding Taxes imposed on or measured by Noteholder’s net income and franchise taxes imposed on it (“Excluded Taxes”). If Borrower is required by applicable law to deduct or withhold any Taxes (other than ExcludedTaxes)fromanysuchpayment,then(i)thesumpayablebyBorrowershallbe increased as necessary so that, after all required deductions and withholdingshavebeenmade(including deductions and withholdings applicable to additional sums payable under this Section), Noteholder receives an amount equal to thesumitwouldhavereceivedhadnosuchdeductionsorwithholdingsbeen made, (ii) Borrower shall make such deductions or withholdings, and (iii) Borrower shall timelypaythe full amount deducted or withheld to the relevant governmental authority in accordance with applicable law and shall promptly furnish to Noteholder the original oracertifiedcopyofareceiptevidencingsuch payment. Borrower shall indemnify Noteholder, within 10daysafterwrittendemandtherefor,forthefull amount of any Taxes (other than Excluded Taxes) paid by Noteholder on orwithrespecttoanypayment by or on account of any obligation of Borrower hereunder.

(i)

Submission to Jurisdiction; Waiver of Jury Trial. Each of Borrower and Noteholder irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and the United States District Court for the Southern District of New York, and any appellate courtfromanythereof,in any action or proceeding arising out of orrelatingtothisNote,(ii)agreesthatallclaimsinrespectofany suchactionorproceedingshall be heard and determined in such New York State court or, to the extent

4

permitted by law, in such federal court, (iii) waives, to the fullestextentitmaylegallyandeffectivelydo so, any objection it may now or hereafter have tothelayingofvenueofanysuchactionorproceedingin any such court and any defense of inconvenient forum to the maintenance of such action or proceeding, and (iv) WAIVES, TO THE FULLEST EXTENT PERMITTED BYAPPLICABLELAW,ANYRIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY).

(j)

Judgment Currency. Borrower’s obligations hereunder to make payments in USDC (or,ifapplicable,U.S.Dollars)(the“ObligationCurrency”)shallnotbedischargedorsatisfiedby anytenderorrecoverypursuanttoanyjudgmentexpressedinorconvertedintoanyothercurrency,except to the extent that such tender or recovery results in theeffectivereceiptbyNoteholderofthefullamount of the Obligation Currency expressed to be payable hereunder. If, for the purpose of obtaining or enforcing judgment in any court, it becomes necessary to convert any amount due hereunder in the Obligation Currency intoanothercurrency,therateofexchangeusedshallbethatatwhich,inaccordance with normal banking procedures, Noteholder could purchase the Obligation Currency with such other currency on thebusinessdayprecedingthedayonwhichfinaljudgmentisgiven.Borroweragreesthatits obligation in respect of any sum due to Noteholder hereunder shall, notwithstanding any judgment in another currency, be discharged only to the extent that, on the business day following receipt by Noteholder of any sum adjudged tobesodueinsuchothercurrency,Noteholdermay,inaccordancewith normal banking procedures, purchase the Obligation Currency withsuchothercurrency.Iftheamountof the Obligation Currency so purchased is less than the sum originallyduetoNoteholderintheObligation Currency, Borroweragrees,asaseparateobligationandnotwithstandinganysuchjudgment,toindemnify Noteholder against such loss.

[SignaturePageFollows]

5

BORROWER:

SignaturePagetoPromissoryNote

INWITNESSWHEREOF,BorrowerhasexecutedthisNoteasoftheEffectiveDate.

By:US Digital Mining and Hosting Co Name:Richard Russel

Title:CFO

BorrowerAddress: 1200 E Platt St Tampa, FL

SignaturePagetoPromissoryNote

BorrowingAnnexNo.[1]