COMMON STOCK PURCHASE WARRANT gryphon digital mining, inc.Akerna Corp. • May 12th, 2023 • Services-computer processing & data preparation
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2022 • Akerna Corp. • Services-computer processing & data preparation
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 3, 2022, between Akerna Corp., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between AKERNA CORP. and as Representative of the Several UnderwritersUnderwriting Agreement • July 1st, 2022 • Akerna Corp. • Services-computer processing & data preparation • New York
As Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 28th Floor New York, New York 10022
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 29th day of January, 2018, by and between MTech Acquisition Corp., a Delaware corporation (the “Company”), and MTech Sponsor LLC, a Florida limited liability company (the “Sponsor”).
COMMON STOCK PURCHASE WARRANT akerna corp.Akerna Corp. • July 1st, 2022 • Services-computer processing & data preparation • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June [__], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akerna Corp., a corporation incorporated under the laws of the state of Delaware (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT akerna corp.Common Stock Purchase Warrant • June 29th, 2022 • Akerna Corp. • Services-computer processing & data preparation • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June [__], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akerna Corp., a corporation incorporated under the laws of the state of Delaware (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
GRYPHON DIGITAL MINING, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementGryphon Digital Mining, Inc. • April 19th, 2024 • Finance services • New York
Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with B. Riley Securities, Inc. (“B. Riley Securities”), Ladenburg Thalmann & Co. Inc. (“Ladenburg”), Kingswood Investments, a division of Kingswood Capital Partners, LLC (“Kingswood”), PI Financial (US) Corp. (“PI Financial”), and ATB Capital Markets USA Inc. (“ATB”); each of B. Riley Securities, Ladenburg, Kingswood, PI Financial, and ATB individually an “Agent” and collectively, the “Agents”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 5th, 2021 • Akerna Corp. • Services-computer processing & data preparation • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 5, 2021, is by and among Akerna Corp., a Delaware corporation with offices located at 1550 Larimer Street, #246, Denver, Colorado 80202 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2021 • Akerna Corp. • Services-computer processing & data preparation • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October [ ], 2021, is by and among Akerna Corp., a Delaware corporation with offices located at 1550 Larimer Street, #246, Denver, Colorado 80202 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
WARRANT AGREEMENTWarrant Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of January 29, 2018 is between MTech Acquisition Corp., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of June 17, 2019 between Akerna Corp., a Delaware corporation (f/k/a MTech Acquisition Holdings Inc., the “Company”), and [________________] (“Indemnitee”).
AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • October 5th, 2021 • Akerna Corp. • Services-computer processing & data preparation • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of June 9, 2020 (as amended, restated, extended, replaced or otherwise modified from time to time, the “2020 Securities Purchase Agreement”) pursuant to which the Company sold senior secured convertible notes of the Company (“2020 Notes”) to each party listed as a “Buyer” on the Schedule of Buyers attached thereto (the “2020 Buyers”);
AMENDED AND RESTATED GUARANTYGuaranty • October 5th, 2021 • Akerna Corp. • Services-computer processing & data preparation • New York
This AMENDED AND RESTATED GUARANTY, dated as of October ___, 2021 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of HT Investments MA LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
VOTING AGREEMENTVoting Agreement • October 5th, 2021 • Akerna Corp. • Services-computer processing & data preparation • New York
VOTING AGREEMENT, dated as of October [●], 2021 (this “Agreement”), by and between Akerna Corp., a Delaware corporation with offices located at 1550 Larimer St. #246, Denver, Colorado 80202 (the “Company”) and [ ] (the “Stockholder”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • New York
STOCK ESCROW AGREEMENT, dated as of January 29, 2018 (“Agreement”), by and among MTECH ACQUISITION CORP., a Delaware corporation (“Company”), MTECH SPONSOR LLC, a Florida limited liability company (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of June 17, 2019, by the undersigned (“Seller”) in favor of and for the benefit of MTech Acquisition Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the “Closing”) as “Akerna Inc.” (together with its successors, “Pubco”), MJ Freeway LLC, a Colorado limited liability company (together with its successors, including the Company Surviving Subsidiary (as defined in the Merger Agreement, the “Company”), and each of Pubco’s and the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including Purchaser) (collectively with Pubco and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 3rd, 2022 • Akerna Corp. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 3, 2022, between Akerna Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AGREEMENT AND PLAN OF MERGER among Sphere 3D Corp. and Gryphon Digital Mining, Inc. and Sphere GDM Corp. dated as of June 3, 2021 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of June 3, 2021, is entered into by and among Sphere 3D Corp., an Ontario corporation (“Parent”) (“Public Company”); Sphere GDM Corp., a Delaware corporation and a wholly owned subsidiary of Public Company (the “Merger Sub”); and Gryphon Digital Mining, Inc., a Delaware corporation (“Merger Partner”).
SECOND AMENDED AND RESTATED GUARANTYGuaranty • November 17th, 2023 • Akerna Corp. • Finance services • New York
This SECOND AMENDED AND RESTATED GUARANTY, dated as of November 15, 2023 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of MJ Acquisition Corp. (the “Secured Party”).
BITGO CUSTODIAL SERVICES AGREEMENTBitgo Custodial Services Agreement • September 7th, 2023 • Akerna Corp. • Finance services • South Dakota
This Custodial Services Agreement (the “Agreement”) is made as of the later date of the signatures below (the “Effective Date”) by and between:
NON-FIXED PRICE SALES AND PURCHASE AGREEMENT BETWEEN Bitmain Technologies Limited (“Bitmain”) AND Gryphon Digital Mining Inc. (“Purchaser”)Sales and Purchase Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation
This non-fixed price sales and purchase agreement (this “Agreement”) is made on [April 14, 2021] by and between Bitmain Technologies Limited (“Bitmain”) (Company number: 2024301), with its registered office at Unit Al of Unit A, 11th Floor, Success Commercial Building, 245-251 Hennessy Road, Hong Kong, and [Gryphon Digital Mining, Inc] (the “Purchaser”) (UEN: [3951255]), with its principal place of business at [614 N Dupont Hwy, Suite 210, Dover, Delaware, US, 19901].
EXCHANGE AGREEMENTExchange Agreement • February 13th, 2024 • Akerna Corp. • Finance services • New York
WHEREAS, prior to the date hereof, pursuant to that certain Securities Purchase Agreement, dated as of October 5, 2021, by and between the Company and the investors party thereto (as amended, the “Securities Purchase Agreement”), the Company issued to such investors certain senior secured convertible notes (the “Notes”).
MASTER SERVICES AGREEMENTMaster Services Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This Master Services Agreement (“Agreement”) effective as of September 12, 2021 (“Effective Date”) is between CORE SCIENTIFIC, INC. (“Company”) and GRYPHON DIGITAL MINING, INC. (“Client”).
AKERNA, INC. PLACEMENT AGENCY AGREEMENT dated October 28, 2020 PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 28th, 2020 • Akerna Corp. • Services-computer processing & data preparation • New York
AKERNA LETTERHEAD]Akerna Corp. • May 1st, 2023 • Services-computer processing & data preparation • Delaware
Reference is made to (i) that certain Securities Purchase Agreement, dated as of the date hereof (the “SPA”), among Akerna Corp., a Delaware corporation (“KERN”), Akerna Canada Ample Exchange Inc., an Ontario corporation (“ExchangeCo”), and MJ Acquisition Co (“MJ Acquisition Co”), and (ii) that certain Exchange Agreement, dated as of the date hereof (the “Exchange Agreement”), by and among KERN and High Trail Investments ON LLC (the “Holder”). Capitalized terms not defined herein shall have the meaning as set forth in the Exchange Agreement.
SECOND AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • November 17th, 2023 • Akerna Corp. • Finance services • New York
This SECOND AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT (as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of November 15, 2023, by and among (a) HT Investments MA LLC, as collateral agent under the Security Agreement (as defined below) (the “Senior Agent”), each on behalf of the respective Senior Lenders (as hereinafter defined) (such Senior Lenders and the Senior Agent, together, the “Senior Creditors”), (b) the Subordinated Creditor (as hereinafter defined), and (c) Akerna Corp. (the “Borrower”, and together with each other Subsidiary and/or Affiliate that becomes obligated to repay indebtedness outstanding under any of the Senior Credit Agreements, each individually a “Credit Party” and collectively, the “Credit Parties”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 1st, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
WHEREAS, each Stockholder is the registered and/or direct or indirect beneficial owner of the shares of common stock or preferred stock (“KERN Shares”), stock options, restricted stock units, warrants, or convertible notes (“KERN Convertible Securities”) in the capital of Akerna Corp., a Delaware corporation (“KERN”), set forth opposite such Stockholder’s name in Appendix A hereto (collectively, the “Subject Securities”);
SECOND AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • November 17th, 2023 • Akerna Corp. • Finance services • New York
WHEREAS, the Company is party to that certain Second Amended and Restated Secured Promissory Note, dated as of November 15, 2023 (as amended, restated, extended, replaced or otherwise modified from time to time, the “Note”) pursuant to which the Company received a loan from the Secured Party in the amount of $1,650,000;
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 15th, 2023 • Akerna Corp. • Finance services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 14, 2023, by and among Akerna Corp., a Delaware corporation (the “Company”), and MJ Bridge Co., Inc., a Delaware corporation (the “Purchaser”), and shall become effective as of the Closing Date (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 1st, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This Securities Purchase Agreement (this “Agreement”), dated as of April 28, 2023, is entered into among Akerna Corp., a Delaware corporation (“Seller”), Akerna Canada Ample Exchange Inc., an Ontario corporation (“ExchangeCo”), and MJ Acquisition Corp., a Delaware corporation (“Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2019 • Akerna Corp. • Services-computer processing & data preparation • Colorado
This Employment Agreement (the “Agreement”) is made and entered into as of June 17, 2019 (the “Effective Date”), by and between Jessica Billingsley, an individual (the “Executive”), and Akerna Corp., a corporation formed in the State of Delaware with its principal place of business at 1601 Arapahoe Street, Suite #900, Denver, Colorado 80202, (the “Company”) (each individually, “Party,” collectively, the “Parties”).
WAIVERWaiver • November 17th, 2023 • Akerna Corp. • Finance services • New York
This Waiver (this “Waiver”) is entered into as of November 15, 2023, by and between Akerna Corp., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”), which constitutes the “Required Holders” pursuant to that certain Securities Purchase Agreement between the Company and all of the investors listed on the Schedule of Buyers (the “Buyers”) dated October 5, 2021 (the “SPA”) with reference to the following facts:
AMENDMENT NO. 3 TO PROMISSORY NOTE and SECURITY AGREEMENTNote and Security Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This AMENDMENT TO PROMISSORY NOTE and SECURITY AGREEMENT (this “Amendment”) is made and entered into as of December 29, 2021, by and among Sphere 3D Corp., an Ontario corporation (“Lender”), and Gryphon Digital Mining, Inc., a Delaware corporation (“Borrower”, and Lender and Borrower, each a “Party” and collectively the “Parties”).
AMENDMENT NO. 1 TO SUB-LICENSE AND DELEGATION AGREEMENTSub-License and Delegation Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This AMENDMENT NO. 1 TO SUB-LICENSE AND DELEGATION AGREEMENT (this “Amendment”) is made and entered into as of December 29. 2021 by and among Sphere 3D Corp., an Ontario corporation (“Sphere”), and Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon”, and Sphere and Gryphon, each a “Party” and collectively the “Parties”).
SUB-LICENSE AND DELEGATION AGREEMENTMaster Services Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This Sub-License and Delegation Agreement (this “Agreement”), dated as of 10/5/2021, 2021, is entered into by and between Gryphon Digital Mining, Inc. (“Gryphon”) and Sphere 3D Corp. (“Sphere”), and relates to that certain Services Agreement, dated as of September 12, 2021 (the “MSA”), by and between Core Scientific, Inc. (“Core”) and Gryphon, and Master Services Agreement Order #2 thereunder (“Order 2”), attached hereto as Exhibits A and B, respectively. Capitalized terms used herein without definition shall have the meanings assigned to them in Order #2.
