COMMON STOCK PURCHASE WARRANT STRONGHOLD DIGITAL MINING, INC.Stronghold Digital Mining, Inc. • December 22nd, 2023 • Finance services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd., 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 six months from the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 22, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), up to 2,300,000 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 24th, 2023 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 20, 2023, between Stronghold Digital Mining, Inc., 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 24th, 2023 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 20, 2023, between Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
STRONGHOLD DIGITAL MINING, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 3rd, 2023 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (“Agreement”) is made as of March 7, 2023, by and between Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), and Thomas Doherty (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2023 • Stronghold Digital Mining, Inc. • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2023, between Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), and Armistice Capital Master Fund Ltd. (including its successors and assigns, the “Purchaser” ).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT STRONGHOLD DIGITAL MINING, INC.Stronghold Digital Mining, Inc. • September 19th, 2022 • Services-computer processing & data preparation
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), up to 2,725,650 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).
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • May 23rd, 2023 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York
Stronghold Digital Mining, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 9th, 2024 • Stronghold Digital Mining, Inc. • Finance services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 22, 2023, between Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2023 • Stronghold Digital Mining, Inc. • Finance services
This Employment Agreement (“Agreement”) is made and entered into by and between Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), and Gregory A. Beard (“Employee”) effective as of September 6, 2023 (the “Effective Date”).
STRONGHOLD DIGITAL MINING, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York
CREDIT AGREEMENTCredit Agreement • November 1st, 2022 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York
Credit Agreement, dated as of October 27, 2022 (the “Agreement”), by and among Stronghold Digital Mining Holdings LLC, a Delaware limited liability company (the “Borrower”) Stronghold Digital Mining, Inc., a Delaware corporation (“Holdings”), each Subsidiary of the Borrower listed as a “Guarantor” on the signature pages hereto (together with Holdings and each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), Whitehawk Finance LLC and/or its Affiliates or designees and the other lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Whitehawk Capital Partners LP (“Whitehawk Capital”), as collateral agent for the Lenders (in such capacity, together with its designees, successors and assigns, the “Collateral Agent”) and Whitehawk Capital, as administrative agent for the Lenders (in s
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STRONGHOLD DIGITAL MINING HOLDINGS LLC DATED AS OF March 14, 2022Limited Liability Company Agreement • May 16th, 2022 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • Delaware
THE LIMITED LIABILITY COMPANY INTERESTS IN STRONGHOLD DIGITAL MINING HOLDINGS LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS FOURTH AMEND
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STRONGHOLD DIGITAL MINING HOLDINGS LLC DATED AS OF MARCH 14, 2023Limited Liability Company Agreement • March 8th, 2024 • Stronghold Digital Mining, Inc. • Finance services • Delaware
THE LIMITED LIABILITY COMPANY INTERESTS IN STRONGHOLD DIGITAL MINING HOLDINGS LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS FIFTH AMENDED
AMENDMENT NO. 1 TO AMENDED AND RESTATED 10.0% NOTEStronghold Digital Mining, Inc. • December 21st, 2022 • Services-computer processing & data preparation • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED 10.0% NOTE, dated as of December 15, 2022 (this “Amendment”), is by and between Stronghold Digital Mining, Inc., a Delaware corporation (the “Borrower”), and Adage Capital Partners, LP (the “Holder”). Capitalized terms which are used in this Amendment without definition and which are defined in the Note (as defined below) shall have the same meanings herein as in the Note.
AGREEMENT AND PLAN OF MERGER among BITFARMS LTD., BACKBONE MINING SOLUTIONS LLC, HPC & AI MEGACORP, INC. and STRONGHOLD DIGITAL MINING, INC. Dated as of August 21, 2024Agreement and Plan of Merger • August 22nd, 2024 • Stronghold Digital Mining, Inc. • Finance services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 21, 2024 (this “Agreement”), among Bitfarms Ltd., a corporation organized under the Business Corporations Act (Ontario) (“Parent”), Backbone Mining Solutions LLC, a Delaware limited liability company and a wholly owned, indirect Subsidiary of Parent (“BMS”), HPC & AI Megacorp, Inc., a Delaware corporation and a wholly owned, direct Subsidiary of BMS (“Merger Sub”), and Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED 10.0% NOTEStronghold Digital Mining, Inc. • December 29th, 2022 • Services-computer processing & data preparation • New York
This AMENDMENT NO. 2 TO AMENDED AND RESTATED 10.0% NOTE, as amended, dated as of December 22, 2022 (this “Amendment”), is by and between Stronghold Digital Mining, Inc., a Delaware corporation (the “Borrower”), and Parallaxes Capital Opportunity Fund IV, L.P. (the “Holder”). Capitalized terms which are used in this Amendment without definition and which are defined in the Note (as defined below) shall have the same meanings herein as in the Note.
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTAnd Co-Sale Agreement • July 27th, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of April 1, 2021 by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holders (as defined below) listed on Schedule B.
VOTING AGREEMENTVoting Agreement • August 22nd, 2024 • Stronghold Digital Mining, Inc. • Finance services • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2024, by and among Bitfarms Ltd., a corporation organized under the Business Corporations Act (Ontario) (“Parent”), and the undersigned holders (each, a “Holder” and collectively, the “Holders”) of shares of Class A common stock, par value $0.0001 per share, and/or Class V common stock, par value $0.0001 per share (collectively, “Company Common Stock”), of Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”). The parties to this Agreement are sometimes referred to herein collectively as the “parties,” and individually as a “party.” Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2023 • Stronghold Digital Mining, Inc. • Finance services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 13, 2023, by and between Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”) and Adage Capital Partners, LP (the “Investor”).
TAX RECEIVABLE AGREEMENT by and amongTax Receivable Agreement • July 27th, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of April 1, 2021, is hereby entered into by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Initial Corporate Taxpayer Parent”), the TRA Holders and the Agent.
Electricity Sales and Purchase Agreement Seller: CHAMPION ENERGY SERVICES, LLC Buyer: SCRUBGRASS RECLAMATION COMPANY L.P. Effective Date: 02/29/2024Electricity Sales and Purchase Agreement • May 8th, 2024 • Stronghold Digital Mining, Inc. • Finance services • New York
This Agreement is made by and between Seller and Buyer (referred to collectively as the "Parties" and individually as a "Party”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Transaction AddendumStronghold Digital Mining, Inc. • May 8th, 2024 • Finance services
*Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential in this case.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 5, 2021, by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”) and Panther Creek Reclamation Holdings, LLC (the “Investor”).
AMENDMENT NUMBER 2 TO HOSTING AGREEMENTHosting Agreement • August 14th, 2024 • Stronghold Digital Mining, Inc. • Finance services
This AMENDMENT NUMBER 2 TO HOSTING AGREEMENT (this “Amendment”) is made this 3rd day of July, 2024, by and between Stronghold Digital Mining Hosting, LLC, a Delaware limited liability company (“Stronghold”) and Foundry Digital LLC, a Delaware limited liability company (“Foundry” and, together with Stronghold, each a “Party” and, collectively, the “Parties”).
FRONTIER MINING MANAGED SERVICES AGREEMENTManaged Services Agreement • October 16th, 2023 • Stronghold Digital Mining, Inc. • Finance services
This Managed Services Agreement (“Agreement”) is effective as October 13, 2023 by and between Frontier Outpost 8, LLC, the (“MSP”), and the owner listed below (“Client”) and Client’s affiliate Stronghold Digital Mining, Inc. collectively known as the “Parties”, for the on-site and remote management and monitoring of Client’s and its affiliates computers and servers (collectively known as “Miner” in the singular and “Miners” in the plural) and the Client and its affiliates Cryptocurrency mining data centers located at 2151 Lisbon Road, Kennerdell, Pennsylvania 16374 and 4 Dennison Road Nesquehoning, Pennsylvania 18240 (each a “Data Center” and collectively, the “Data Centers”) as more specifically set forth in this Agreement and the Exhibits attached hereto.
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • February 16th, 2024 • Stronghold Digital Mining, Inc. • Finance services
This TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is entered into as of February 13, 2024 (the “Effective Date”), by and among Stronghold Digital Mining Holdings, LLC, a Delaware limited liability company, (“Stronghold”), and Olympus Stronghold Services, LLC, a Delaware limited liability company (“Olympus SS”).
SUPPLY AGREEMENT BY AND BETWEEN SCRUBGRASS GENERATING COMPANY, L.P. AND COAL VALLEY PROPERTIES, LLC REFERENCE: SCRUBGRASS SITE CODE 111Supply Agreement • August 31st, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation
THIS Supply Agreement together with the Exhibit(s) (the “Agreement”) is made, entered into and effective as of August 14, 2015 (the “Effective Date”), by and between Scrubgrass Generating Co., L.P. with principal facility at 2151 Lisbon Road, Kennerdell, Pa. 16374 (the “Jobsite”), and it’s permitted assigns (hereinafter, the “Purchaser”) and Coal Valley Properties, LLC. with its principal offices at 111 Freeport Road, Pittsburgh, Pennsylvania 15215 (hereinafter, the “Seller”), for the supply of materials (as hereinafter defined). Purchaser and Seller are also referred to individually as a “Party” and collectively as the “Parties”.
EXCHANGE AGREEMENTExchange Agreement • November 14th, 2023 • Stronghold Digital Mining, Inc. • Finance services • Delaware
This Exchange Agreement (the “Agreement”) executed as of November 13, 2023 by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), and the holder named on the executed signature page hereto (the “Holder”) sets forth the terms and conditions upon which the Company will issue an aggregate of 15,582 shares (the “Shares”) of the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), containing the rights, powers and privileges as set forth on Exhibit A hereto (the “Certificate of Designation”), in exchange for the cancellation of 15,582 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) issued to the Holder (the “Exchanged Equity”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • May 19th, 2022 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”), is made as of May 15, 2022 by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”) and the investors listed on the signature page hereto (each a “Purchaser” and collectively, the “Purchasers”).
CONFIDENTIALITY, INTELLECTUAL PROPERTY, ARBITRATION, NON-COMPETITION AND NON- SOLICITATION AGREEMENTCompetition and Non-Solicitation Agreement • May 16th, 2022 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York
As a condition of continued employment with Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”) and the opportunity to earn cash and equity-based compensation provided by the Company, Matthew J. Smith (“Employee”) and the Company hereby agree to the terms of this Confidentiality, Intellectual Property, Arbitration, Non-Competition and Non-Solicitation Agreement (this “Agreement”), dated effective as of April 13, 2022.
EQUITY CAPITAL CONTRIBUTION AGREEMENT by and among PANTHER CREEK RECLAMATION HOLDINGS, LLC, STRONGHOLD DIGITAL MINING HOLDINGS LLC and, solely for the purposes of Section 10.14, OLYMPUS POWER, LLC dated July 9, 2021Equity Capital Contribution Agreement • July 27th, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York
THIS EQUITY CAPITAL CONTRIBUTION AGREEMENT (including the exhibits and schedules hereto, each as amended or restated from time to time, this “Agreement”), dated as of July 9, 2021 (the “Execution Date”), is by and among Panther Creek Reclamation Holdings, LLC, a Delaware limited liability company (“Seller”), and Stronghold Digital Mining Holdings LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are collectively referred to as the “Parties” and individually as a “Party”. Olympus Power, LLC, a Delaware limited liability company (“Guarantor”), is party to this Agreement solely for the purposes of Section 10.14.
AGREEMENTAgreement • November 13th, 2024 • Stronghold Digital Mining, Inc. • Finance services
This Agreement (the “Agreement”), effective on the 16th day of November 2024, is entered into by and between Matthew J. Smith (the “Service Provider”), and Stronghold Digital Mining, Inc. and/or its affiliates (“Stronghold”).
TRA WAIVER AND TERMINATION AGREEMENTTra Waiver and Termination Agreement • August 22nd, 2024 • Stronghold Digital Mining, Inc. • Finance services • Delaware
This TRA Waiver and Termination Agreement (this “Waiver Agreement”) is dated as of August 21, 2024, and is by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), each of undersigned Persons under the heading “Holders” on the signature pages hereto (collectively, the “Holders”), and Bitfarms Ltd., a corporation organized under the Business Corporations Act (Ontario) (“Parent”). Each of the Company, the Holders and Parent are referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
COAL VALLEY SALES, LLCStronghold Digital Mining, Inc. • August 31st, 2021 • Services-computer processing & data preparation
Reference is made to that certain Waste Disposal Agreement by and between Scrubgrass Generating Company, L.P. (“Scrubgrass”), and Coal Valley Sales, LLC successor to Coal Valley Sales Corporation (the “Operator” or “Coal Valley”), dated February 12, 2002, as amended (the “Agreement”). Based on our recent discussions and review of estimated remaining reserves at the Renton Pile, Coal Valley will commit additional tonnage from two stockpiles that Coal Valley controls in order to meet the 7.5 Million total tonnage requirement described in Exhibit H to the Agreement under the heading Renton Pile.
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***]. MASTER...Master Equipment Finance Agreement • March 29th, 2022 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation
THIS MASTER EQUIPMENT FINANCE AGREEMENT (this “Master Agreement”) is dated as of December 15, 2021, by and between STRONGHOLD DIGITAL MINING BT, LLC, a Delaware limited liability company with an address of 2151 Lisbon Road, Kennerdell, PA 16374 (“Borrower”), and NYDIG ABL LLC, a Delaware limited liability company with an address of 510 Madison Avenue, 21st Floor New York, NY 10022 (“Lender”).
