ITEM 1.01 Entry into a Material Definitive Agreement

On October 1, 2021, Marathon Digital Holdings, Inc. (the "Company") entered into a Revolving Credit and Security Agreement (the "Agreement") with Silvergate Bank (the "Bank") pursuant to which Silvergate has agreed to loan the Company up to $100,000,000 on a revolving basis pursuant to the terms of the Agreement and the $100,000,000 principal amount revolving credit note issued by the Company in favor of the Bank under the Agreement ("Note"). The terms of the facility ("RLOC") set forth in the Agreement and Note are as follows:





Initial Term:   One (1) Year

Availability:   The RLOC shall be made available from time to time to the Company
                for periodic draws (provided no event of default then exists)
                from its closing date up to and including the one- year
                anniversary of the loan date.

Origination     0.25% of the Loan Commitment to the Bank (or $250,000); due at
Fee:            RLOC closing.

Unused 0.25% per annum of the portion of the unused Loan Commitment, Commitment Fee: payable monthly in arrears.



Renewal:        The RLOC may be renewed annually by agreement between the Bank
                and the Company, subject to (without limitation): (i) Company
                makes a request for renewal, in writing, no less than sixty (60)
                days prior to the then current maturity date, (ii) no event of
                default then exists, (iii) Company provides all necessary
                documentation to extend the RLOC, (iv) Company has paid all
                applicable fees related to the loan renewal, and (v) the Bank has
                approved such extension request according to its internal credit
                policies as determined by the Bank in its sole and absolute
                discretion.

                If the Bank approves a request by Company to renew the RLOC upon
                any maturity, then a Renewal Fee of 0.25% of the Loan Commitment
                (or $250,000) shall be due and payable upon extension of the Loan
                Commitment.












Payments:    Interest only to be paid monthly, with principal all due at
             maturity.

Collateral:  The RLOC will be secured by a pledge of a sufficient amount of
             Company's right, title and interest in and to bitcoin and/or U.S.
             Dollar ("USD") stored in a custody account for the benefit of the
             Bank (the "Collateral Account"). the Bank will establish a
             Collateral Account with a regulated custodial entity (the
             "Custodian") that has been approved by the Bank. the Bank and
             Custodian will have a custodial agreement to perfect the security
             interest in the pledged Collateral Account which, among other
             things, allows for 1) the Bank to monitor the balance of the
             Collateral Account and 2) allows the Bank to have exclusive control
             over the Collateral Account including liquidation of the collateral
             in the event of Company's default under the terms of the RLOC. the
             Bank may also file a UCC financing statement on the pledged
             collateral.

Minimum      At origination, the Company must ensure the Collateral Account
Advance      balance has sufficient bitcoin (and/or US$) to cause a Loan to Value
Rate:        (the "LTV") ratio of 65% (or less) ("Minimum Advance Rate") on the
             unpaid principal balance of the RLOC.

Covenants:   The Company must maintain a minimum debt to equity ratio of 0.5:1.
             The Company must maintain a minimum liquidity of $25,000,000.

ITEM 2.03 Creation of a Direct Financial Obligation.





See Item 1.01 above.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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