ContractWarrant Agreement • July 27th, 2021 • Sandy Springs Holdings, Inc. • Blank checks
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("FEDERAL ACT") OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS CONTAINED THEREIN, AND IN PARTICULAR PARAGRAPH (13) OF SECTION 10-5-9 OF THE GEORGIA SECURITIES LAW. THIS WARRANT AND ANY SHARES ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE FEDERAL ACT AND APPLICABLE STATE SECURITIES LAWS OR THE COMPANY IS SATISFIED THAT SUCH REGISTRATION IS NOT REQUIRED.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • September 9th, 2021 • Bitmine Immersion Technologies, Inc. • Blank checks • California
WARRANT AGENT AGREEMENT, dated as of July 18th, 2021 (“Agreement”), between BitMine Immersion Technologies, Inc., f/k/a Sandy Springs Holdings, Inc. a corporation organized under the laws of the State of Delaware (the “Company”), and West Coast Stock Transfer, Inc. (the “Warrant Agent”), with respect to the Class A Warrants and the Class B Warrants to be issued by the Company (collectively, the “Warrants”).
Amended and Restated Line of Credit AgreementLine of Credit Agreement • December 14th, 2023 • Bitmine Immersion Technologies, Inc. • Finance services
This AMENDED AND RESTATED LINE OF CREDIT AGREEMENT (the “Agreement”) is entered into on this 11th day of May, 202, by and between Innovative Digital Investors, LLC., a limited liability company, on behalf of Innovative Digital Investors Emerging Technology LP, whose address is 10845 Griffith Peak Drive #2, Las Vegas, NV 89135 ("Creditor" or ”IDI”) and BitMine lmmersion Technologies, Inc., a Delaware Corporation, whose principal address is 2030 Powers Ferry Road SE, Suite 212, Atlanta, GA. 30339 (the "Company" or "BitMine"), collectively referred to as the "Parties." This Agreement amends and restates that Line of Credit agreement originally entered into on October 19, 2022.
Amended Line of Credit AgreementLine of Credit Agreement • October 29th, 2021 • Bitmine Immersion Technologies, Inc. • Blank checks
This AMENDED LINE OF CREDIT AGREEMENT is entered into on this 29th day of September, 2021, by and between Innovative Digital Investors, LLC. a limited liability company, whose address is 1240 Rosecrans Avenue, Suite # 120, Manhattan Beach, CA. 90266 (“Creditor” or “IDI”) and BitMine ImmersionTechnologies, Inc., a Delaware Corporation, whose principal address is 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339, (the “Company” or “BitMine”), collectively referred to as the “Parties;”; and amend and replace the Line of Credit agreement dated August 3, 2021.
SECURITY AGREEMENTSecurity Agreement • October 19th, 2022 • Bitmine Immersion Technologies, Inc. • Finance services • Georgia
THIS SECURITY AGREEMENT (“Security Agreement”), made as of October 13, 2022, by and between ROC DIGITAL MINING I LLC, a Delaware limited liability company (“Debtor”) promises to pay to the order of BITMINE IMMERSION TECHNOLOGIES, INC., a Delaware corporation (“Secured Party”).
LUXOR PHYSICALLY BACKED FORWARD - MASTER AGREEMENTMaster Agreement • December 14th, 2023 • Bitmine Immersion Technologies, Inc. • Finance services • New York
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Luxor Physically Backed Forward Master Agreement, which includes documents confirming evidence (each a “Forward Contract”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION INTO HOLDING COMPANY STRUCTUREMerger Agreement • October 27th, 2020 • Sandy Springs Holdings, Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION INTO HOLDING COMPANY STRUCTURE (this “Agreement”), is between RESS Merger Corp., a Delaware corporation (“RESSMC”), and RESS of Delaware, Inc. (“OPSCO”), a Delaware corporation that is a wholly-owned subsidiary of RESS Merger Corp., as constituent corporations, and Sandy Springs Holdings, Inc., (“Hold Co.”) a Delaware corporation that is another wholly-owned subsidiary of RESSMC, joins this Agreement, but Hold Co. is not a “constituent corporation.”
EXHIBIT BUnit Lien Agreement • December 14th, 2023 • Bitmine Immersion Technologies, Inc. • Finance services • New York
This UNIT LIEN AGREEMENT dated as of 10/4/2023 (this “Agreement”), made by and among: Luxor Technology Corporation, as the Buyer (as defined in the Luxor Physically Backed Forward Master Agreement); BitMine Immersion Technologies, Inc. as the Seller (as defined in the Luxor Physically Backed Forward Master Agreement); together with any successors and/or assigns of the Buyer or the Seller.
Employment AgreementEmployment Agreement • September 9th, 2021 • Bitmine Immersion Technologies, Inc. • Blank checks • Georgia
THIS AGREEMENT is made and entered into this 19th day of July, 2021 (the "Effective Date") between Sandy Springs Holdings, Inc., a Delaware corporation (the “Company”), and Ryan Ramnath (“Employee”).
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ROC DIGITAL MINING I LLC A DELAWARE LIMITED LIABILITY COMPANY July 27, 2022Operating Agreement • October 19th, 2022 • Bitmine Immersion Technologies, Inc. • Finance services • Delaware
This Limited Liability Company Operating Agreement (as the same may be amended from time to time, the “Agreement”) of Roc Digital Mining I LLC, a Delaware limited liability company (the “Company”), is entered into as of July 27, 2022, by and among the Company and the parties listed on Exhibit A hereto, and each person who hereafter executes a joinder to this Agreement on the form attached hereto as Exhibit B. The parties listed on Exhibit A, as the same may be amended from time to time in accordance with the provisions of this Agreement, are individually referred to as a “Member” and collectively as the “Members.”
UNIT LIEN AGREEMENTUnit Lien Agreement • December 9th, 2024 • Bitmine Immersion Technologies, Inc. • Finance services • New York
This UNIT LIEN AGREEMENT dated as of 11/14/2024 (this “Agreement”), made by and among: Luxor Technology Corporation, as the Buyer (as defined in the Luxor Physically Backed Forward Master Agreement); BitMine Immersion Technologies, Inc. as the Seller (as defined in the Luxor Physically Backed Forward Master Agreement); together with any successors and/or assigns of the Buyer or the Seller.
MASTER HASHRATE PURCHASE AND SALE AGREEMENTMaster Hashrate Purchase and Sale Agreement • December 9th, 2024 • Bitmine Immersion Technologies, Inc. • Finance services • Delaware
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Hashrate Purchase and Sale Agreement (the “Master Agreement”). Each Transaction will be evidenced by an agreement executed between Seller and Purchaser in the form attached hereto as Exhibit A (each a “Confirmation”). This Master Agreement and each Confirmation are collectively referred to as the “Agreement”. Seller and Purchaser are each referred to in this Confirmation individually as a “Party” and collectively as the “Parties.”
TRANSFER, BILL OF SALE AND ASSIGNMENTBill of Sale • October 19th, 2022 • Bitmine Immersion Technologies, Inc. • Finance services
THIS TRANSFER, BILL OF SALE AND ASSIGNMENT (the “Agreement”) is executed as of the date set forth below by BITMINE IMMERSION TECHNOLOGIES, INC., a Delaware corporation (“Grantor”) to evidence and effectuate the transfer and assignment of the personal property described herein to ROC DIGITAL MINING I LLC, a Delaware limited liability company (“Grantee”), for which the Grantee have paid $10.00 cash, and other good and valuable consideration to Grantor.
PROMISSORY NOTEPromissory Note • October 27th, 2020 • Sandy Springs Holdings, Inc.
This PROMISSORY NOTE AGREEMENT is entered into on this 14th day of July, 2020, by and between Coral Investment Partners, LP, a Georgia Limited Partnership, whose address is 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339 (“Creditor” or “CORAL”) and Sandy Springs Holdings, Inc., a Delaware Corporation, whose principal address is 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339, (“Debtor” or “SANDY SPRINGS”), collectively referred to as the “Parties.”
Waiver and Consent AgreementWaiver and Consent Agreement • December 14th, 2023 • Bitmine Immersion Technologies, Inc. • Finance services
This Waiver and Consent Agreement (the “Agreement”) is between Luxor Technology Corporation (“Luxor”) and Soluna SW, LLC (“Soluna”), which together are the parties (“Parties”) to the Agreement.
AMENDMENT OF LINE OF CREDIT AGREEMENT BETWEEN BITMINE IMMERSION TECHNOLOGIES, INC. AND INNOVATIVE DIGITAL INVESTORS EMERGING TECHNOLOGY, L.P.Line of Credit Agreement • November 7th, 2024 • Bitmine Immersion Technologies, Inc. • Finance services • Georgia
THIS AGREEMENT (the “Agreement”) dated November 4, 2024 (the “Agreement Date”) is made and entered into by and between Bitmine Immersion Technologies, Inc., a Delaware corporation (“Bitmine”), and Innovative Digital Investors Emerging Technology, L.P., a Delaware limited partnership (“IDI”). Bitmine and IDI may also be referred to as a “Party” and collectively as the “Parties.”
CO-LOCATION SERVICES AGREEMENTCo-Location Services Agreement • December 14th, 2023 • Bitmine Immersion Technologies, Inc. • Finance services
This Co-Location Services Agreement (the “Agreement”) is made and entered into as of October 9, 2023 (the “Effective Date”), by and between BitMine Immersion Technologies, Inc. a limited liability company organized in Delaware (“You” or “you”), and Soluna SW, LLC (“Contractor”), and contains the terms and conditions under which Contractor will provide, and you will pay for providing dedicated space, housing, powering, connecting, facility monitoring, and servicing specialized computer equipment dedicated to mining cryptocurrency (collectively, “Services”), as further described herein. You and Contractor may be referred to collectively as the “Parties” or individually as a “Party”.
OPERATING AGREEMENT OFOperating Agreement • October 19th, 2022 • Bitmine Immersion Technologies, Inc. • Finance services • Delaware
THIS OPERATING AGREEMENT of ROC DIGITAL MINING MANAGER LLC (the “Company”) is entered into and made effective as of the 27th day of July, 2022 (the “Agreement”), by and among the Persons who are identified as Members on Schedule 1 attached hereto, each of whom has executed a counterpart signature page of this Agreement as a “Member” pursuant to the Act.
