AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • December 23rd, 2021 • Adit EdTech Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of December 23, 2021, is entered into by and between Adit EdTech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
24,000,000 Units ADIT EDTECH ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2021 • Adit EdTech Acquisition Corp. • Blank checks • New York
Adit Edtech Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2021 • Adit EdTech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 11th day of January, 2021, by and among Adit EdTech Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 14th, 2021 • Adit EdTech Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 11, 2021, is entered into by and between Adit EdTech Acquisition Corp., a Delaware corporation (the “Company”), and Adit EdTech Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 6th, 2023 • Adit EdTech Acquisition Corp. • Services-computer processing & data preparation • New York
This Indemnification Agreement (this “Agreement”) is made and entered into as of [____________, 202_], by and between GRIID Infrastructure Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).
Adit EdTech Acquisition Corp. New York, NY 10105Securities Subscription Agreement • December 23rd, 2020 • Adit EdTech Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer Adit EdTech Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of common stock (the “Shares”), $0.0001 par value per share (the “Common Stock”) of Adit EdTech Acquisition Corp., a Delaware corporation (the “Company”), up to 750,000 Shares of which are subject to complete or partial forfeiture if the underwriters of the initial public offering (“IPO”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms of this letter agreement (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
AGREEMENT AND PLAN OF MERGER among CLEANSPARK, INC., TRON MERGER SUB, INC. and GRIID INFRASTRUCTURE INC. Dated as of June 26, 2024Merger Agreement • August 26th, 2024 • GRIID Infrastructure Inc. • Finance services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 26, 2024 (this “Agreement”), among CleanSpark, Inc., a Nevada corporation (“Parent”), Tron Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and GRIID Infrastructure Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENT September 9, 2022Registration Rights Agreement • September 12th, 2022 • Adit EdTech Acquisition Corp. • Services-computer processing & data preparation • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the date first above written, by and among GRIID INFRASTRUCTURE LLC, a limited liability company formed under the laws of the State of Delaware, with an office located at 2577 Duck Creek Road, Cincinnati, OH 45212 (the “Company”), GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (“Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with Purchaser, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below).
SHARE PURCHASE AGREEMENT dated as of September 9, 2022 by and among GRIID INFRASTRUCTURE LLC, ADIT EDTECH ACQUISITION CORP., GEM GLOBAL YIELD LLC SCS and GEM YIELD BAHAMAS LIMITEDShare Purchase Agreement • September 12th, 2022 • Adit EdTech Acquisition Corp. • Services-computer processing & data preparation • Delaware
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 9, 2022 (the “Effective Date”) by and among GRIID INFRASTRUCTURE LLC, a limited liability company formed under the laws of the State of Delaware, with an office located at 2577 Duck Creek Road, Cincinnati, OH 45212 (“GRIID LLC”); ADIT EDTECH ACQUISITION CORP., a Delaware corporation, with an office located at 1345 Avenue of the Americas, 33rd Floor,, New York, New York 10105 (the “SPAC”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2020 • Adit EdTech Acquisition Corp. • Blank checks • New York
CREDIT AGREEMENTCredit Agreement • August 26th, 2024 • GRIID Infrastructure Inc. • Finance services • Delaware
This CREDIT AGREEMENT is entered into as of June 26, 2024, among GRIID INFRASTRUCTURE INC., a Delaware corporation (the “Borrower”), the other LOAN PARTIES (as defined herein) from time to time party hereto and CLEANSPARK, INC. (the “Lender”).
January 11, 2021 Adit EdTech Acquisition Corp. New York, NY 10105 EarlyBirdCapital, Inc. New York, New York 10017 Re: Initial Public Offering Gentlemen:Underwriting Agreement • January 14th, 2021 • Adit EdTech Acquisition Corp. • Blank checks • New York
This letter agreement is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Adit EdTech Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant, each whole warrant exercisable for one (1) share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in Section 12 hereof.
LENOIR CITY UTILITIES BOARD ELECTRIC SERVICE CONTRACT FOR CUSTOMERS USING 5001 TO 15,000 KW (Ava Data, LLC) #2 Revision #1Electric Service Contract • February 9th, 2023 • Adit EdTech Acquisition Corp. • Services-computer processing & data preparation
THIS AGREEMENT, made as of this 1st day of June 2022, by and between Ava Data, LLC (hereinafter called “CUSTOMER”), and LENOIR CITY UTILITIES BOARD (hereinafter called “BOARD”).
COLOCATION MINING SERVICES AGREEMENTColocation Mining Services Agreement • August 26th, 2024 • GRIID Infrastructure Inc. • Finance services • Nevada
This Colocation Mining Services Agreement (this “Agreement”) is made as of June 26, 2024 (the “Effective Date”), by and between GRIID Infrastructure Inc., a Delaware corporation with its principal place of business located at 2577 Duck Creek Road, Cincinnati, Ohio 45212 (“Service Provider”), and CleanSpark, Inc., a Nevada corporation with its principal place of business located at 2370 Corporate Circle, Suite 160, Henderson, Nevada 89074 (“Customer”). Service Provider and Customer are each referred to as a “Party” and collectively as the “Parties.”
RESTRICTED STOCK AGREEMENT PURSUANT TO THE GRIID INFRASTRUCTURE INC. 2023 OMNIBUS INCENTIVE COMPENSATION PLANRestricted Stock Agreement • April 16th, 2024 • GRIID Infrastructure Inc. • Services-computer processing & data preparation • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Griid Infrastructure Inc., a Delaware corporation (the “Company”), and the Grantee specified above, pursuant to the Griid Infrastructure Inc. 2023 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
Adit EdTech Acquisition Corp. New York, New York 10105 December 6, 2022Underwriting Agreement • February 9th, 2023 • Adit EdTech Acquisition Corp. • Services-computer processing & data preparation • New York
Reference is made to that certain underwriting agreement (“Agreement”), dated January 11, 2021, between Adit EdTech Acquisition Corp., a Delaware corporation (“Company”), and EarlyBirdCapital, Inc. (“EBC” or the “Representative”), as representative of the Underwriters (as defined in the Agreement).
PowerFlex AgreementPowerflex Agreement • August 6th, 2024 • GRIID Infrastructure Inc. • Finance services
This Agreement is made and entered into among UNION DATA DINER LLC (“Company”), a Delaware limited liability company; KNOXVILLE UTILITIES BOARD (Acting for and on behalf of the City of Knoxville, Tennessee) (“Distributor”), a Tennessee municipal corporation; and TENNESSEE VALLEY AUTHORITY (“TVA”), a corporate agency and instrumentality of the United States of America, created and existing under and by virtue of the Tennessee Valley Authority Act of 1933, as amended.
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE GRIID INFRASTRUCTURE INC. 2023 OMNIBUS INCENTIVE COMPENSATION PLANRestricted Stock Unit Agreement • April 16th, 2024 • GRIID Infrastructure Inc. • Services-computer processing & data preparation • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Griid Infrastructure Inc., a Delaware corporation (the “Company”), and the Grantee specified above, pursuant to the Griid Infrastructure Inc. 2023 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE GRIID INFRASTRUCTURE INC. 2023 OMNIBUS INCENTIVE COMPENSATION PLANNon-Qualified Stock Option Agreement • April 16th, 2024 • GRIID Infrastructure Inc. • Services-computer processing & data preparation • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Griid Infrastructure Inc., a Delaware corporation (the “Company”), and the Grantee specified above, pursuant to the Griid Infrastructure Inc. 2023 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
VOTING AGREEMENTVoting Agreement • August 26th, 2024 • GRIID Infrastructure Inc. • Finance services • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of June 26, 2024, is entered into by and between the undersigned stockholder (“Stockholder”) of GRIID Infrastructure Inc., a Delaware corporation (the “Company”), and CleanSpark, Inc., a Nevada corporation (“Parent”). Parent and Stockholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED MINING SERVICES AGREEMENTMining Services Agreement • February 9th, 2023 • Adit EdTech Acquisition Corp. • Services-computer processing & data preparation • Delaware
This Amended and Restated Mining Services Agreement (this “Agreement”) is made as of October 9, 2022 (the “Effective Date”), by and between Griid Infrastructure LLC (“Operating Partner”) and Blockchain Capital Solutions (US), Inc. (“Customer”). Operating Partner and Customer are each referred to as a “Party” and collectively as the “Parties”. Capitalized terms will have the meanings set forth in Exhibit A, unless otherwise defined herein.
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE GRIID INFRASTRUCTURE INC. 2023 OMNIBUS INCENTIVE COMPENSATION PLANIncentive Stock Option Agreement • April 16th, 2024 • GRIID Infrastructure Inc. • Services-computer processing & data preparation • Delaware
THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Griid Infrastructure Inc., a Delaware corporation (the “Company”), and the Grantee specified above, pursuant to the Griid Infrastructure Inc. 2023 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
SECURITIES ASSIGNMENT AGREEMENT (INDUSTRY ADVISORS)Securities Assignment Agreement • December 23rd, 2020 • Adit EdTech Acquisition Corp. • Blank checks
This Securities Assignment Agreement is dated as of October 27, 2020 (this “Assignment”), by and among Adit EdTech Sponsor, LLC, a Delaware limited liability company (the “Assignor”), and the parties identified on the signature page hereto (each an “Assignee” and collectively, the “Assignees”).
SECOND] AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • January 2nd, 2024 • GRIID Infrastructure Inc. • Services-computer processing & data preparation • Delaware
FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, GRIID INFRASTRUCTURE LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of [____] (the “Noteholder,” and together with the Borrower, the “Parties”), the principal amount of [____] dollars ($[____]), together with all accrued interest thereon as provided in this Promissory Note (the “Note”).
DEVELOPMENT AND OPERATION AGREEMENTDevelopment and Operation Agreement • February 9th, 2023 • Adit EdTech Acquisition Corp. • Services-computer processing & data preparation • Delaware
This Development and Operation Agreement (this “Agreement”) is entered into as of August 31, 2021 (the “Effective Date”) by and between Data Black River LLC, a Delaware limited liability company (“DBR”), and Helix Digital Partners, LLC, a Delaware limited liability company (“HDP”). DBR and HDP are collectively referred to hereunder as “Parties” or individually as a “Party.”
WARRANT AGREEMENTWarrant Agreement • December 23rd, 2020 • Adit EdTech Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_________________, 202_], is entered into by and between Adit EdTech Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
WARRANT AGREEMENTWarrant Agreement • January 14th, 2021 • Adit EdTech Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 11, 2021, is entered into by and between Adit EdTech Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
AMENDATORY AGREEMENT Between BrightRidge and Red Dog Technologies, LLC Amendment #3Amendatory Agreement • December 23rd, 2021 • Adit EdTech Acquisition Corp. • Blank checks
THIS AGREEMENT, made and entered into by and between Red Dog Technologies LLC (Company), a Tennessee limited liability company; and BrightRidge (Distributor), an energy authority created and existing under and by virtue of the laws of the State of Tennessee.
AMENDMENT ONE TO THE BONANZA MINE SUPPLY AGREEMENTBonanza Mine Supply Agreement • February 9th, 2023 • Adit EdTech Acquisition Corp. • Services-computer processing & data preparation
This AMENDMENT ONE (this “Amendment”) to the Bonanza Mine Supply Agreement between Intel Corporation (“Intel”) and GRIID Infrastructure LLC, on behalf of itself and its Affiliates (“Company”) dated as of September 8, 2021, as may be amended from time to time (the “Agreement”), is entered into and effective as of September 9, 2022 (the “Agreement One Effective Date”). All capitalized terms used in this Amendment but not defined herein will have the meanings given them in the Agreement, as applicable.
GRIID HOLDCO LLC Warrant for Class B Units October 9, 2022Warrant Agreement • December 7th, 2022 • Adit EdTech Acquisition Corp. • Services-computer processing & data preparation • Delaware
This certifies that BLOCKCHAIN CAPITAL SOLUTIONS (US), INC. (the “Holder”), for value received, is entitled, subject to the terms set forth below, to subscribe for and purchase from Griid Holdco LLC, a Delaware limited liability company (the “Company”), on or prior to 5:00 P.M., New York local time on the five (5) year anniversary from the date hereof (the “Expiration Date”), at which time this Warrant shall expire and become void, up to 1,377,778 Class B Units of the Company (the “Class B Units”), as may be adjusted pursuant to the terms hereof (the “Warrant Interests”), for a price per Class B Unit equal to the Exercise Price.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT among GRIID INFRASTRUCTURE LLC as Borrower, the Lenders from time to time party hereto, and Blockchain Access UK Limited as Agent Dated as of November 19, 2021Credit Agreement • May 16th, 2022 • Adit EdTech Acquisition Corp. • Services-computer processing & data preparation
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT, is entered into as of November 19, 2021, among (i) GRIID INFRASTRUCTURE LLC, (“Griid”), a Delaware limited liability company, Holdings (as defined below), and those additional Persons that are joined as a party hereto as borrowers by executing the form of Joinder attached hereto as Exhibit F-2 (Griid, together with such additional Persons, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), (ii) each of the lenders identified as a “Lender” on Annex I attached hereto (together with each of its respective successors and assigns, if any, each a “Lender” and, collectively, the “Lenders”), and (iii) Blockchain Access UK Limited, acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (in such capacity, together with its successors and assigns, if any, in such capacity, herein called the “Agent”).
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT among GRIID INFRASTRUCTURE LLC as Borrower, the Lenders from time to time party hereto, and Blockchain Access UK Limited as Agent Dated as of October 9, 2022Credit Agreement • February 9th, 2023 • Adit EdTech Acquisition Corp. • Services-computer processing & data preparation
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, is entered into as of October 9, 2022, among (i) GRIID INFRASTRUCTURE LLC, (“Griid”), a Delaware limited liability company, Holdings (as defined below), and those additional Persons that are joined as a party hereto as borrowers by executing the form of Joinder attached hereto as Exhibit F-2 (Griid, together with such additional Persons, each, a “Borrower’’ and individually and collectively, jointly and severally, the “Borrowers’’), (ii) each of the lenders identified as a “Lender” on Annex I attached hereto (together with each of its respective successors and assigns, if any, each a “Lender” and, collectively, the “Lenders”), and (iii) Blockchain Access UK Limited (“BCUK”), acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (in such capacity, together with its successors and assigns, if any, in such capacity, herein called the “Agent’’).
Interruptible Power Product Agreement (Rolling Term)Interruptible Power Product Agreement • February 9th, 2023 • Adit EdTech Acquisition Corp. • Services-computer processing & data preparation
Underlined terms used in this Interruptible Power Product (“IP Product”) Agreement are defined in the IP Product Terms and Conditions. Company’s authorized representative may receive assistance from Company’s power provider (“Distributor”) or from TVA customer service representatives; however, Company remains responsible for ensuring the information provided in this Agreement is accurate and correct.
AMENDMENT TO POWER SUPPLY CONTRACTPower Supply Contract • February 9th, 2023 • Adit EdTech Acquisition Corp. • Services-computer processing & data preparation
This Amendment to the Power Supply Contract (“Amendment”) is between the Knoxville Utilities Board (hereinafter called “KUB”) and Union Data LLC (hereinafter called “Customer”).
AMENDMENT TO POWER SUPPLY CONTRACTPower Supply Contract • December 23rd, 2021 • Adit EdTech Acquisition Corp. • Blank checks
This Amendment to the Power Supply Contract (“Amendment”) is between the Knoxville Utilities Board (hereinafter called “KUB”) and Union Data LLC (hereinafter called “Customer”).
