Up to USD 65,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 17, 2024 Between HUT 8 MINING CORP. as Borrower and COINBASE CREDIT, INC. as Lender, Collateral Agent and Administrative Agent
Exhibit 10.1
EXECUTION VERSION
Up to USD 65,000,000
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of June 17, 2024
Between
HUT 8 MINING CORP.
as Borrower
and
COINBASE CREDIT, INC.
as Lender, Collateral Agent and Administrative Agent
Table of Contents
Page
Article I
DEFINITIONS AND ACCOUNTING TERMS
Article II
AMOUNTS AND TERMS OF THE ADVANCE
Article III
CONDITIONS TO EFFECTIVENESS AND LENDING
Article IV
REPRESENTATIONS AND WARRANTIES
Article V
COVENANTS OF THE BORROWER
Article VI
EVENTS OF DEFAULT
Article VII
MISCELLANEOUS
Exhibits
Exhibit A - Form of Promissory Note
Exhibit B - Form of Notice of Borrowing
Exhibit C - Form of Assignment and Acceptance
Exhibit D - Form of Pledge and Collateral Account Control Agreement
Exhibit E - Form of Compliance Certificate
Schedule 1 - Authorized Borrower Contacts for Notices
Exhibit F - Form of LTV Breach Notice
Exhibit G - Form of Margin Funding Notice
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of June 17, 2024.
Hut 8 Mining Corp., a corporation amalgamated and existing under the laws of the Province of British Columbia, Canada (the “Borrower”) and Coinbase Credit, Inc. (“Coinbase Credit”) a corporation organized and existing under the laws of the State of Delaware, as Lender, Collateral Agent and Administrative Agent are parties to a Credit Agreement dated as of June 26th 2023 as amended and restated as of the First Amendment and Restatement Effective Date (this Agreement in the form as of such date, the “Existing Credit Agreement” and as in effect on the Original Effective Date, the “Original Credit Agreement”) and have agreed to amend and restate the Existing Credit Agreement with effect from the Second Amendment and Restatement Effective Date, and without novation, as follows:
“Actual LTV Ratio” means, at any time, the ratio (expressed as a percentage) of (a) the aggregate principal amount of the Loan outstanding at such time, to (b) the Prevailing Market Value of the Collateral at such time.
“Additional Collateral” has the meaning given to it in Section 2.06(a)(i).
“Administrative Agent” means Coinbase Credit.
“Adverse Proceeding” means, with respect to any Person, any action, suit, proceeding, notice, demand, hearing (in each case, whether administrative, judicial or otherwise), investigation, inquiry or arbitration (whether or not purportedly on behalf of such Person or any of its Affiliates) at law or in equity, or before, by, or relating to any Governmental Authority, domestic or foreign, whether pending or, to the knowledge of such Person or any of its Affiliates, threatened against or affecting such Person or any of its Affiliates or any property of such Person or any of its Affiliates.
“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to vote 30% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.
“Agent” means each of the Administrative Agent and the Collateral Agent.
“Anti-Corruption Laws” means all laws, rules, regulations and requirements of any jurisdiction (including the U.S.), in each case, as amended from time to time, concerning or relating to bribery, money laundering or corruption, including, without limitation, the FCPA, Corruption of Foreign Public Officials Act (Canada) and all other applicable anti-bribery and corruption laws.
“Anti-Money Laundering Laws” means any Laws concerning or relating to money laundering, terrorist financing, or financial recordkeeping and reporting, including the Money Laundering Control Act of 1986 and the PATRIOT Act and applicable Canadian AML Legislation.
“Applicable Accounting Rules” means United States Generally Accepted Accounting Principles.
“Applicable Law” means, with respect to any Person, collectively, all international, foreign, federal, state, provincial, territorial and local laws, statutes, treaties, rules, guidelines, regulations, orders, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case applicable to such Person.
“Applicable Margin” means 6.0 % per annum.
“Assignment and Acceptance” means an assignment and acceptance entered into by the Lender and an assignee of the Lender in substantially the form of Exhibit C hereto.
“Availability Period” means:
(a)in relation to Loan A, the period from (and including) the Original Effective Date to and including the date falling 15 Business Days after the Original Effective Date;
(b)in relation to Loan B, the period from (and including) the date falling 30 calendar days after the Original Effective Date to and including the date falling 15 Business Days thereafter;
(c)in relation to Loan C, the period from (but excluding) the Business Combination Date to and including the date falling 15 Business Days after the Business Combination Date; and
(d)in relation to Loan D, the period from (and including) the First Amendment and Restatement Effective Date to and including the date falling 15 Business Days thereafter.
“Blocking Event” means:
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(a)a Default has occurred and is continuing;
(b)the Loan has become due and payable pursuant to Section 2.03, or any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination under a Loan Document or any combination of the foregoing) require repayment or prepayment of the Loan under Section 2.03, has occurred;
(c)the Lender has notified the Borrower that an event referred to in Section 2.07 has occurred;
(d)the Actual LTV Ratio is equal to or in excess of the Top Up LTV; or
(e)a Margin Funding Notice has been delivered pursuant to Section 2.06 but the required Additional Collateral has not been delivered.
“Borrower Change of Control” means that the Administrative Agent determines, acting reasonably, that the Parent ceases to control the Borrower. For the purposes of this definition, “control” of the Borrower means that each of the below are satisfied:
(a)the Parent (whether directly or indirectly through any person beneficially) has the power to direct the management and policies of the Borrower;
(b)the Parent holds, whether directly or indirectly through any person beneficially, 100% of the voting share capital and issued share capital of the Borrower; and
(c)the Parent has the power to appoint or remove all of the managers, the directors or other equivalent officers of the Borrower.
“Borrowing” means the borrowing consisting of a Loan made by the Lender.
“BTC Financing” means any margin loan, derivative, synthetic derivative, exchangeable or convertible debt, stock loan, repo or other similar digital asset-related financing, hedging, preference share, monetisation transaction or borrowing transaction (or any equivalent or combination of such transactions) entered into by the Parent or any of its Affiliates that is collateralised by or secured over or otherwise entered into in respect of or relating to or by reference to Bitcoin (BTC).
“Business Combination” has the meaning specified in the definition of “Business Combination Date”.
“Business Combination Agreement” means the Business Combination Agreement, dated February 6, 2023, by and among Hut 8 Mining Corp., U.S. Data Mining Group, Inc. and Hut 8 Corp., as amended, restated, supplemented or modified from time to time.
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“Business Combination Date” means the date on which the business combination between the Parent and U.S. Data Mining Group, Inc. d/b/a “US BITCOIN” pursuant to the terms of the Business Combination Agreement (being the “Business Combination”), is consummated.
“Business Day” means a day of the year (other than a Saturday or Sunday) on which banks are not required or authorized by law to close in New York City.
“Canadian AML Legislation” means any applicable Canadian law regarding anti-money laundering, antiterrorist financing, government sanctions and related matters, including the Criminal Code, (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the United Nations Act (Canada), together with all rules, regulations and interpretations thereunder or related thereto, including the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism and the United Nations Al-Qaida and Taliban Regulations promulgated under the United Nations Act.
“Canadian Defined Benefit Plan” means any Canadian Pension Plan which contains or has ever contained a “defined benefit provision” as defined in subsection 147.1(1) of the ITA, other than a Multi-Employer Plan where the sole financial obligation of the employer is to make fixed contributions set by agreement.
“Canadian Multi-Employer Plan” means a “multi-employer pension plan”, as such term is defined in the Pension Benefits Act (British Columbia) or an equivalent plan under pension standards legislation in another applicable jurisdiction in Canada.
“Canadian Pension Plan” means each pension plan or plan subject to, or required to be registered under, any Canadian federal, provincial or territorial law, that is maintained or contributed to by any the Borrower, the Parent or any Subsidiary thereof for its employees or former employees or in respect of which the Borrower, the Parent or any Subsidiary thereof has any obligation, but does not include the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively.
“Canadian Sanctions List” means the list of names subject to the Regulations Establishing a List of Entities made under subsection 83.05(1) of the Criminal Code (Canada), the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism and/or the United Nations Al-Qaida and Taliban Regulations, and the Special Economic Measures Act (Canada), all as published by the Office of the Superintendent of Financial Institutions Canada.
“Cash” means U.S. Dollars.
“Change in Law” means the occurrence, after the Original Effective Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority.
“Code” means the Internal Revenue Code of 1986 of the United States of America.
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“Coinbase Exchange” means Coinbase’s digital currency exchange platform.
“Collateral” has the meaning given to it in the Pledge and Collateral Account Control Agreement.
“Collateral Account” means an account with account number [REDACTED] opened in the name of the Borrower with the Custodian in New York pursuant to the Custody Agreement.
“Collateral Agent” means Coinbase Credit.
“Collateral Documents” means the Pledge and Collateral Account Control Agreement, the Custody Agreement, the First Security and Guaranty Confirmation, the Second Security Confirmation and any other agreement or document that creates or purports to create a Lien on property of the Borrower in favor of the Collateral Agent.
“Commitment” means, in aggregate, the Loan A Commitment, the Loan B Commitment, the Loan C Commitment and the Loan D Commitment, in each case to the extent not cancelled, reduced or transferred by the Lender under this Agreement.
“Confidential Information” means information relating to the Parent or the Borrower or any of their respective businesses that the Parent or the Borrower furnishes to the Lender, other than any such information that is or becomes generally available to the public or that is or becomes available to the Lender, the Administrative Agent or the Collateral Agent on a non-confidential basis prior to disclosure by the Parent or the Borrower or any Affiliate of the Parent or the Borrower.
“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
“Consolidated” refers to the consolidation of accounts in accordance with Applicable Accounting Rules.
“Constituent Documents” means (a) with respect to any Person, (i) if such other Person is a corporation, its articles of incorporation, amalgamation, arrangement or continuance and the bylaws (or equivalent or comparable constitutive documents with respect to such Person’s jurisdiction of organization), (ii) if such other Person is a limited liability company, the certificate of formation or articles of formation or organization and operating agreement, and (iii) if such other Person is a partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such Person.
“Contractual Obligation” means, as applied to any Person, any provision of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which
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that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.
“Control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.
“Custodian” means Coinbase Custody Trust Company, LLC.
“Custody Agreement” means the Coinbase prime broker custody agreement dated May 26, 2023 between the Borrower and the Custodian, as amended or otherwise modified from time to time.
“Day Count Fraction” means, in respect of any early repayment or prepayment date, a number equal to the higher of (a) the quotient of (i) the number of calendar days during the period commencing on such early repayment date and ending on the date which is four (4) months after the Second Amendment and Restatement Effective Date divided by (ii) 365, and (b) zero.
“Debt” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables not overdue by more than 60 days incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with Applicable Accounting Rules, recorded as capital leases, (f) all obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit or similar extensions of credit, (g) all obligations of such Person in respect of hedge agreements or repurchase agreements, (h) all Debt of others referred to in clauses (a) through (g) above or clause (i) below and other payment obligations (collectively, “Guaranteed Debt”) guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person, and (i) all Debt referred to in clauses (a) through (h) above (including Guaranteed Debt) secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt.
“Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.
“Deleveraging Trigger Period” means any period after the Original Effective Date beginning on any day on which the Administrative Agent determines that the Prevailing Market Value is less than 60% of the Prevailing Market Value as of 9 a.m. (New York City Time) on the Original Effective Date and ending on the first day thereafter when the Administrative Agent
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determines that the Prevailing Market Value is equal to or greater than the Prevailing Market Value as of 9 a.m. (New York City Time) on the Original Effective Date.
“Drawdown Date” means the date on which a Loan is disbursed to the Borrower pursuant to Section 2.02(a).
“Early Termination Fee” means as of any determination date, an amount in USD calculated by the Administrative Agent equal to the product of (i) the principal amount of the Loan being repaid or prepaid, multiplied by (ii) 6.0%, multiplied by (iii) the applicable Day Count Fraction.
“Early Repayment” has the meaning given to it in Section 2.03(b).
“ERISA” means the Employee Retirement Income Security Act of 1974.
“ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of the Borrower shall continue to be considered an ERISA Affiliate of the Borrower within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of the Borrower and with respect to liabilities arising after such period for which Borrower could be liable under the Code or ERISA.
“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by the Borrower or any of its ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to the Borrower or any of its Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on the Borrower or any of its ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of the Borrower or any of its ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by the Borrower or any of its ERISA Affiliates of notice from any Multiemployer
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Plan that it is in insolvency pursuant to Section 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A of ERISA; (viii) the occurrence of an act or omission which could give rise to the imposition on the Borrower or any of its ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Pension Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Pension Plan or the assets thereof, or against the Borrower or any of its ERISA Affiliates in connection with any Pension Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code; or (xi) with respect to any Pension Plan, the imposition of a Lien on the Borrower or any of its ERISA Affiliates pursuant to Section 430(k) of the Code or ERISA or a violation of Section 436 of the Code.
“Event of Default” has the meaning specified in Section 6.01.
“Exchange Act” means the Securities Exchange Act of 1934.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, capital taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of the Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (b) withholding Taxes imposed on amounts payable to or for the account of the Recipient with respect to an applicable interest on a loan or commitment hereunder pursuant to a law in effect on the date on which the Recipient acquires an interest in such loan or commitment pursuant to an assignment or changes its lending office, except in each case to the extent that amounts with respect to such Taxes were payable either to the Recipient’s assignor immediately before the Recipient became a party to this Agreement or to the Recipient immediately before it changed its lending office; (c) any Canadian withholding Taxes that would not have been imposed but for: (A) a Recipient (i) not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with the Borrower or (ii) being a “specified shareholder”(as that term is defined in subsection 18(5) of the Income Tax Act (Canada)) of the Borrower or a person not dealing at arm’s length with such a “specified shareholder” or (B) a payment being the deduction component of a “hybrid mismatch arrangement” under which the payment arises within the meaning of proposed paragraph 18.4(3)(b) of the Income Tax Act (Canada) contained in proposals to amend the Income Tax Act (Canada) released on April 29, 2022 (except where such Recipient does not deal at arm’s length with the Borrower, is a “specified shareholder” of the Borrower or a person not dealing at arm’s length with such a “specified shareholder” or where the Borrower is a “specified entity” in respect of such Recipient (in each case for purposes of the Income Tax Act (Canada)), solely in connection with or as a result of such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced rights under any Loan Document); (d) Taxes attributable to such Recipient’s failure to comply with Section 2.09(f); and (e) any withholding Taxes imposed under FATCA.
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“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code, the Intergovernmental Agreement between Canada and the United States for the enhanced exchange of Tax information under the Canada-U.S. Tax Convention and Part XVIII and Part XIX of the Income Tax Act (Canada), and any guidance issued in connection therewith.
“FCPA” means the U.S. Foreign Corrupt Practices Act of 1977, as amended from time to time.
“Federal Funds Rate” means, in respect of any day, “Federal Funds Target Rate – Upper Bound”, as published on Bloomberg page <FDTR Index> at 7:30 a.m. (New York City time) (or on any successor screen or page) or, if such rate is not available in respect of any day, such alternative rate as the Administrative Agent may determine is an appropriate replacement interest rate, acting in good faith and in a commercially reasonable manner.
“Final Maturity Date” means the date that is 364 days after the Second Amendment and Restatement Effective Date.
“Financial Statements” means, as of any relevant date and for any relevant period, as applicable, the Parent’s balance sheet, income statement, cash flow statement, statement of sources and uses of fund and statement showing changes in equity and any exhibits and notes thereto, which shall be prepared in U.S. Dollars, in each case, all in accordance with Applicable Accounting Rules.
“First Amendment and Restatement Effective Date” means the first date on which the conditions precedent set out in Section 3.03 were satisfied, being January 12, 2024.
“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Collateral is subject to no Liens other than Permitted Liens.
“First Security and Guaranty Confirmation” means the confirmation of the effectiveness of security and guaranty provided by the Borrower and Parent in favour of the Administrative Agent, Collateral Agent and Lender and dated January 12, 2024.
“Galaxy Financing” means the financing provided under that certain Revolving Credit Agreement, dated as of February 22, 2022, by and between Hut 8 Mining Corp. (as successor by amalgamation to Hut 8 Holdings Inc.) and Galaxy Digital LLC.
“Governmental Authority” means any nation or government, any state, province, city, municipal entity or other political subdivision thereof, and any governmental, executive, legislative, judicial, administrative or regulatory agency, department, authority, instrumentality, commission, board, bureau, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, whether federal, state, provincial, territorial, local or foreign, including any supra-national bodies, any
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public international organizations, such as the World Bank and the IMF, and any other entity (private or public) charged with the regulation of the financial markets (including central banks).
“Guaranty” means the guaranty dated as of June 26, 2023, substantially in the form of Exhibit H to the Original Credit Agreement, by the Parent in favor of the Lender, pursuant to which the Parent guaranteed the Obligations.
“Hedging Costs” means any cost, loss or expense incurred by the Lender, following an Event of Default, as a result of establishing, terminating, liquidating, obtaining or re-establishing any hedge or related trading position in respect of its risks arising out of the Loan Documents in circumstances where the Collateral Agent is unable to liquidate, dispose of or otherwise realize Collateral in a timely manner.
“Hut Amalgamation” means the Amalgamation (as defined in the Business Combination Agreement) and implemented pursuant to the Plan of Arrangement contemplated thereunder.
“Improper Payment” has the meaning given to it in Section 4.01(p)(iii).
“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
“Initial LTV” means:
(a)subject to paragraph (b) below, 50%; and
(b)during any Deleveraging Trigger Period, 45%.
“Insolvency Event” means, with respect to any Person, such Person shall (i) generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally; or (ii) make a general assignment for the benefit of creditors; or any proceeding shall be initiated or instituted by or against such Person seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors (including pursuant to the Canada Companies’ Creditors Arrangement Act, the Bankruptcy and Insolvency Act (Canada), the Winding-up and Restructuring Act (Canada), proceedings under the United States Bankruptcy Code and provisions of corporate statutes (including the Canada Business Corporations Act and any provincial corporate statutes) that provide for a stay of proceedings), or seeking the entry of an order for relief or stay, or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding initiated or instituted against it (but not initiated or instituted by it), either such proceeding shall remain undismissed or unstayed for a period of sixty (60) or more days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or (iii) take any corporate action to authorize any of the foregoing.
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“Interest Period” means the period commencing on the Drawdown Date to and excluding the first day of the calendar month falling immediately after the Drawdown Date and, thereafter, each subsequent one (1) month period commencing on the first day of each calendar month; provided, however, that:
(a)if the Maturity Date would otherwise occur during an Interest Period, such Interest Period shall end on such date with respect to the outstanding principal amount of the Loan;
(b)whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the immediately preceding Business Day; and
(c)whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.
“Laws” means, collectively, all international, foreign, Federal, state, provincial, territorial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority, self-regulatory organization, market, exchange, or clearing facility charged with the enforcement, interpretation or administration thereof, and all applicable Orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, self-regulatory organization, market, exchange, or clearing facility, in each case whether or not having the force of law.
“Lender” means Coinbase Credit, Inc. or any Person that shall become a party hereto pursuant to Section 7.06.
“Lending Office” means the office of the initial Lender specified as its “Lending Office” opposite its name on the signature pages below, and with respect to any other Lender, the office of such Lender specified as its “Lending Office” in the Assignment and Acceptance pursuant to which such Lender became a Lender, or such other office of the Lender as the Lender may from time to time specify to the Administrative Agent.
“Lien” means any lien, mortgage, pledge, charge or other security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.
“Liquidation LTV” means:
(a)subject to paragraph (b) below, 70%; and
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(b)during any Deleveraging Trigger Period, 65%.
“Loan” means:
(a)Loan A, Loan B, Loan C or Loan D;
(b)following the drawing of Loan B, shall mean the consolidated loan of Loan A and Loan B;
(c)following the drawing of Loan C, shall mean the consolidated loan of Loan A, Loan B and Loan C; and
(d)following the drawing of Loan D, shall mean the consolidated loan of Loan A, Loan B, Loan C and Loan D.
“Loan A” means the term loan facility made available under this Agreement and described in Section 2.01(a) below.
“Loan A Commitment” means USD 15,000,000.
“Loan B” means the term loan facility made available under this Agreement and described in Section 2.01(a) below.
“Loan B Commitment” means USD 20,000,000.
“Loan C” means the term loan facility made available under this Agreement and described in Section 2.01(a) below.
“Loan C Commitment” means USD 15,000,000.
“Loan D” means the term loan facility made available under this Agreement and described in Section 2.01(a) below.
“Loan D Commitment” means USD 15,000,000
“Loan Document” means any of (a) this Agreement, (b) the Promissory Note, (c) the Collateral Documents, (d) up to and excluding the Second Amendment and Restatement Effective Date, the Guaranty and (e) all other documents, certificates, instruments or agreements executed and delivered by or on behalf of the Borrower or the Parent for the benefit of any Agent or the Lender in connection herewith on or after June 26, 2023.
“LTV Breach Notice” means a notice delivered upon the Actual LTV Ratio being equal to or in excess of the Liquidation LTV pursuant to Section 2.03(f), substantially in the form of Exhibit F.
“Margin Funding Deadline” means, with respect to any Margin Funding Notice delivered pursuant to Section 2.06(a)(i) hereof or any Subsequent Margin Funding Notice delivered pursuant to Section 2.06(a)(ii), in each case, no later than twenty-four (24) hours after receipt by the Borrower of such Margin Funding Notice or Subsequent Margin Funding Notice.
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“Margin Funding Notice” means a notice delivered by the Administrative Agent pursuant to Section 2.06(a)(i), substantially in the form of Exhibit G.
“Material Adverse Change” means any material adverse change in the financial condition, operations or properties of the Borrower and its Subsidiaries taken as a whole.
“Material Adverse Effect” means a material adverse effect on (a) the financial condition, operations, or properties of the Borrower and its Subsidiaries taken as a whole, (b) the rights and remedies of the Administrative Agent, the Collateral Agent or the Lender under any Loan Document, (c) the ability of the Borrower to perform its obligations under any Loan Document to which it is a party, (d) the legality, validity or enforceability of any of the Loan Documents or the rights or remedies of the Lender, the Administrative Agent or the Collateral Agent thereunder, or (e) the priority or perfection of any Lien granted or purported to be granted under any Collateral Document.
“Maturity Date” means the earliest of: (i) the Final Maturity Date, (ii) the date on which an Early Repayment occurs pursuant to Section 2.03(b) after which the outstanding principal amount of the Loan has been reduced to zero, and (iii) the date on which the Loan becomes due and payable following the occurrence of a Default or an Event of Default or pursuant to Section 2.03(c), Section 2.03(d) or Section 2.03(f) or Section 2.07 or Section 2.12 or otherwise pursuant to this Agreement.
“Multiemployer Plan” means a “multiemployer plan” as defined in Section 3(37) of ERISA that is contributed to or required to be contributed to by the Borrower or any of its ERISA Affiliates.
“Notice of Borrowing” has the meaning specified in Section 2.02(b).
“Obligations” means all obligations of every nature of the Borrower, including obligations from time to time owed to Agents (including former Agents), Lenders or any of them, under any Loan Document, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to the Borrower, would have accrued on any Obligation, whether or not a claim is allowed against the Borrower for such interest in the related bankruptcy proceeding), fees, expenses, indemnification or otherwise.
“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.
“Ontario Litigation” means Hut 8 Mining Corp. v. Bay Power Corp. et al, filed with the Ontario Superior Court of Justice.
“Order” means any order, writ, judgment, injunction, decision, decree, edict, stipulation, ruling, subpoena, verdict, determination or award, whether preliminary or final, made, entered, rendered or otherwise put into effect by or under the authority of any Governmental Authority.
“Original Effective Date” has the meaning specified in Section 3.01.
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“Original Financial Statements” means the Financial Statements of the Parent which comprise the unaudited condensed consolidated interim statements of financial position as at March 31, 2023 and December 31, 2022, and the unaudited condensed consolidated interim statements of income and comprehensive income, the unaudited condensed consolidated interim statements of cash flows and the unaudited condensed consolidated statements of changes in shareholders’ equity for the three months ended March 31, 2023 and 2022.
“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in the Loan or any Loan Document).
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.
“Parent” means Hut 8 Corp. (as successor in interest to Hut 8 Mining Corp. pursuant to the terms of the Business Combination Agreement).
“Parent Change of Control” means, at any time, any person or group of persons acting in concert:
(a)obtains the power to direct the management and policies of the Parent through the ownership or holding of voting share capital, by contract or otherwise;
(b)acquires or holds, whether directly or indirectly, more than 50% of the voting share capital or issued share capital of the Parent;
(c)has the power to appoint or remove all or a majority of the directors or other equivalent officers of the Parent;
(d)has the power to manage or give directions with respect to the operating and/or financial policies of the Parent with which the directors or other equivalent officers of the Parent are obliged to comply, through ownership of share capital, by contract or otherwise; or
(e)acquires or holds a sufficiently large holding of the voting or other share capital (or any class thereof) of the Parent to trigger any “change of control” (or equivalent acceleration, repayment or prepayment rights) in respect of any of the Parent’s financial indebtedness,
in each case, as determined by the Administrative Agent, acting reasonably, where “acting in concert” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate to obtain or consolidate control of the Parent, provided that the Business Combination shall not comprise a Parent Change of Control.
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“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law October 26, 2001, as amended from time to time.
“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.
“Pension Plan” means an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is sponsored, maintained or contributed to, or required to be contributed to, by the Borrower or any of its ERISA Affiliates (other than a Multiemployer Plan) and is subject to Section 412 of the Code or Section 302 of ERISA.
“Permitted Liens” means the Liens permitted under this Agreement pursuant to Section 5.02(a)(i) through (iv).
“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof, or any other entity.
“Pledge and Collateral Account Control Agreement” means the agreement dated as of June 26, 2023 between the Borrower, the Custodian and the Collateral Agent in respect of and creating, inter alia, a Lien over, the Collateral Account.
“Prevailing Market Value” means the price of Bitcoin (BTC) as determined by the Administrative Agent by reference to executed transactions on the Coinbase Exchange.
“Promissory Note” means the promissory note of the Borrower payable to the Lender, in the form of Exhibit A hereto, evidencing the aggregate indebtedness of the Borrower to the Lender resulting from the Loan made by the Lender.
“Recipient” means the Administrative Agent or the Lender.
“Release LTV” means:
(a)subject to paragraph (b) below, 40%; and
(b)during any Deleveraging Trigger Period, 35%.
“Release Request Notice” has the meaning given to it in Section 2.06(b)(i).
“Relevant Jurisdiction” means, in respect of any person:
(a)its jurisdiction of incorporation or, if not incorporated, the jurisdiction under whose laws it is established;
(b)any jurisdiction where any asset subject to or intended to be subject to the Lien to be created by the Collateral Documents is situated or any jurisdiction the laws of which are the governing law of such asset;
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(c)in the case of the Borrower, any jurisdiction where the Borrower conducts its business; and
(d)each jurisdiction whose laws govern a Loan Document to which it is party or the creation or granting of any Collateral Documents entered into by it or the perfection of any Lien.
“Restricted Party” means any Person that is, or any Person directly or indirectly owned or controlled by, or acting on behalf of any Person that is: (i) listed on any Sanctions List; (ii) resident, operating, located, or organized under the laws of any Sanctioned Jurisdiction; (iii) a government of any Sanctioned Jurisdiction; or (iv) otherwise a target of Sanctions (“target of Sanctions” signifying a person with whom a person subject to the jurisdiction of a Sanctions Authority would be prohibited or restricted by that Sanctions Authority from engaging in trade, business, or other activities).
“Risk Transfer” means the entry into one or more hedging, risk participation, derivative or similar transactions (howsoever described or documented).
“Sanctioned Jurisdiction” means, at any time, a country, a territory or region that is, or whose government is, the subject or target of any Sanctions.
“Sanctions” means economic, trade or financial sanctions, requirements, or embargoes imposed, administered, or enforced from time to time by any Sanctions Authority.
“Sanctions Authority” means the United States (including, without limitation, OFAC and the U.S. Department of State), Canada, the United Kingdom (including, without limitation, His Majesty’s Treasury), the European Union and any EU member state, the United Nations Security Council, and any other relevant sanctions authority.
“Sanctions List” means any list maintained by, or public announcement of Sanctions designation made by, any Sanctions Authorities, including but not limited to the List of Specially Designated Nationals and Blocked Persons and the Sectoral Sanctions Identifications Lists maintained by OFAC, the Consolidated United Nations Security Council Sanctions List, the Consolidated List of Financial Sanctions Targets maintained by His Majesty’s Treasury, and the European Union’s lists of restrictive measures against persons and entities issued pursuant to Council Regulation (EC) No. 881/2002 of 27 May 2002, Council Regulation (EC) No. 2580/2001 of 27 December 2001 and Council Common Position 2005/725/CFSP of 17 October 2005, each as amended, supplemented or substituted from time to time and, for certainty, including the Canadian Sanctions List.
“Second Amendment and Restatement Effective Date” has the meaning given to such term in Section 3.04.
“Second Security Confirmation” means the confirmation of the effectiveness of security provided by the Borrower in favour of the Administrative Agent, Collateral Agent and Lender and dated on or about the Second Amendment and Restatement Effective Date.
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“Secured Parties” has the meaning assigned to that term in the Pledge and Collateral Account Control Agreement.
“Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital and (e) such Person is not otherwise an “insolvent person” as defined in the Bankruptcy and Insolvency Act (Canada). The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“Subsequent Margin Funding Notice” has the meaning given in Section 2.06(a)(ii).
“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding; provided, that, with respect to the Borrower, “Subsidiary” shall be deemed to exclude Hut 8 Energy Holdings Inc., an Ontario corporation, and its Subsidiaries.
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including, without limitation, backup withholding and value-added tax), assessments, fees or other charges imposed by any Governmental Authority, irrespective of the manner in which they are collected or assessed, including any interest, additions to tax or penalties applicable thereto.
“Top Up LTV” means:
(a)subject to paragraph (b) below, 60%; and
(b)during any Deleveraging Trigger Period, 55%.
“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.
“Unenforceability Event” has the meaning given in Section 2.03(d).
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“United States” or “U.S.” means the United States of America.
“Unsecured Account” means an account with account number [REDACTED] opened in the name of the Borrower with the Custodian, pursuant to the Custody Agreement.
“U.S. Dollars”, “U.S.$”, “Dollars”, “USD” and “$” means the lawful currency of the United States.
“Voting Stock” means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.
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Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed.
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If (A) at any time the Actual LTV Ratio is equal to or less than the Release LTV for five consecutive calendar days, and (B) so long as immediately before and after giving effect thereto no Blocking Event shall have occurred and then be continuing, the Borrower may, by written notice to Collateral Agent (with a copy to each other party hereto) (such notice, a “Release Request Notice”) (which notice shall be deemed to be a certification from the Borrower that the foregoing requirements are satisfied), request that the Collateral Agent direct the Custodian to release a portion of the Additional Collateral. Upon receipt of any Release Request Notice, the Administrative Agent shall provide to the Collateral Agent a real-time calculation of the Actual LTV Ratio and:
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and the result of any of the foregoing shall be to increase the cost to the Lender of making, converting to, continuing or maintaining the Loan or of maintaining its obligation to make the Loan, or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or any other amount) then, the Borrower will from time to time, upon reasonable request and reasonable prior notice by the Lender, pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered.
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The representations in this Section 4.01(s) will be deemed to be repeated on the first day of each Interest Period.
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At such time as the Borrower is obliged to provide to the Lender quarterly Financial Statements, the Borrower shall provide the Lender with a Compliance Certificate in the form of Exhibit E in respect of the financial quarter to which such quarterly Financial Statements relate.
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The Borrower, the Parent and their Subsidiaries shall at all times institute, maintain and comply with internal procedures and controls reasonably designed to ensure compliance with Anti-Corruption Laws, Anti-Money Laundering Laws, and Sanctions.
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provided that, notwithstanding anything to the contrary in this Agreement, a breach by the Borrower of Section 5.02(g) shall not constitute an Event of Default.
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then, and in any such event, the Administrative Agent (i) may declare the obligation of each Lender to make the Loan to be terminated, whereupon the same shall forthwith terminate, (ii) may, by notice to the Borrower (a “Default Notice”), declare the Promissory Note, the outstanding principal amount of the Loan, all accrued and unpaid interest thereon and all other amounts payable under this Agreement (including any applicable Hedging Costs) to be forthwith due and payable, whereupon the Promissory Note, the outstanding principal amount of the Loan, all such accrued and unpaid interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, and (iii) may foreclose upon the Collateral or exercise remedies in respect of the Collateral, and may, or may direct the Custodian to, take such actions as provided for under the Collateral Documents; provided, however, that in the case of an event described under paragraph (ii) of Section 6.01(f) above, (A) the obligation of the Lender to make the Loan shall automatically be terminated and (B) the Promissory Note, the outstanding principal amount of the Loan, all such accrued and unpaid interest and all such other amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind (including, without limitation, a Default Notice), all of which are hereby expressly waived by the Borrower.
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Unless the Lender otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its email address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefore; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.
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The Lender agrees to hold all Confidential Information obtained pursuant to the provisions of this Agreement in accordance with its customary procedure for handling such information of this nature; provided that nothing herein shall prevent the Lender from disclosing and/or transferring such Confidential Information (i) upon the order of any court or administrative agency or otherwise to the extent required by statute, rule, regulation, judicial process, subpoena or similar process of other Applicable Laws, (ii) upon the request or demand of any regulatory or self-regulatory agency or authority, (iii) which had been publicly disclosed other than as a result of a disclosure by the Lender prohibited by this Agreement, (iv) in connection with any litigation to which the Lender is a party, or in connection with the exercise of any remedy hereunder or under any other Loan Document, (v) to the Lender’s legal counsel and independent auditors and accountants, (vi) to the Lender’s branches, subsidiaries, representative offices, affiliates, agents and third parties selected by any of the foregoing entities, wherever situated, for confidential use (including in connection with the provision of any service and for data processing, statistical and risk analysis purposes), (vii) subject to provisions substantially similar to those contained in this Section 7.10, to any actual or prospective participant or assignee that agree to confidentiality on the same basis as the Lender, derivatives counterparties, or party to a Risk Transfer. The Borrower agrees to treat as confidential all information supplied by the Lender concerning the documentation and methods developed by the Lender to structure and arrange the transaction contemplated herein.
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The Borrower hereby acknowledges that pursuant to applicable regulatory requirements, the Lender is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Lender to identify the Borrower. The Borrower shall, and shall cause each of its Affiliates to, provide such information and take such actions as are reasonably requested by the Lender in order to assist the Lender in maintaining compliance with such applicable requirements.
EACH OF THE BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PROMISSORY NOTE OR ANY OTHER LOAN DOCUMENT OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. EACH OF THE BORROWER, ADMINISTRATIVE AGENT AND LENDERS (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
If any provision of this Agreement is found by a court to be invalid or unenforceable, to the fullest extent permitted by applicable law, each of the parties hereto agrees that such invalidity or unenforceability will not impair the validity or enforceability of any other provision hereof.
Notwithstanding any provision of this Agreement, any other Loan Document or any other agreement between the Borrower and the Lender to the contrary, the Lender hereby irrevocably waives any and all rights it may have to exercise, claim or plead any right of set-off or retention against amounts held in the Unsecured Account in respect of any amount owed to it by the Borrower under the Loan Documents.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
| HUT 8 MINING CORP. | |
| | |
| By | /s/ Xxxxx Genoot |
| | Name: Xxxxx Xxxxxx |
| | Title: President |
[Signature page to Credit Agreement]
Lending Office | COINBASE CREDIT, INC., as Lender, Collateral Agent and as Administrative Agent | |
| | |
| By | /s/ Xxxx Xxxx |
| | Title: Head of Prime Brokerage Financing |
| | |
Coinbase Credit, Inc. 000 0xx Xxxxxx, #000 Xxxxxxx XX 00000 Xxxxxx Xxxxxx xxxx.: Xxxx Xxxx, Xxxx Xxxx | | |
[Signature page to Credit Agreement]
EXHIBIT A - FORM OF
PROMISSORY NOTE
U.S.$ [●]
Dated: [ ], 2024
FOR VALUE RECEIVED, the undersigned, Hut 8 Mining Corp., a corporation amalgamated and existing under the laws of the Province of British Columbia, Canada (the “Borrower”), HEREBY PROMISES TO PAY to Coinbase Credit, Inc. (the “Lender”) for the account of its Lending Office (as defined in the Credit Agreement referred to below) the principal amount of [●] (the “Loan”, as defined in the Credit Agreement referred to below) owing to the Lender by the Borrower pursuant to the Second Amended and Restated Credit Agreement dated as of _______________, 2024 between the Borrower, the Lender and the Administrative Agent (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) on the dates and in the amounts specified in the Credit Agreement.
The Borrower promises to pay interest on the unpaid principal amount of the Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the United States to the Lender, at [●], United States of America, in same day funds. All payments made on account of principal thereof shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower under this Promissory Note.
This Promissory Note is the Promissory Note referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of the Loan by the Lender to the Borrower in an aggregate amount not to exceed at any time outstanding the U.S. Dollar amount first above mentioned, the indebtedness of the Borrower resulting from such Loan being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The obligations of the Borrower under this Promissory Note are secured as provided in the Collateral Documents.
This Promissory Note is governed by, and construed in accordance with, the laws of the State of New York, United States of America.
| HUT 8 MINING CORP. | |
| | |
| By | |
| | Name: |
| | Title: |
ADVANCE AND PAYMENTS OF PRINCIPAL
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EXHIBIT B - FORM OF
NOTICE OF BORROWING
Attention: [●]
Ladies and Gentlemen:
The undersigned, Hut 8 Mining Corp., refers to the Second Amended and Restated Credit Agreement, dated as of _______________, 2024 (as amended or modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), between the undersigned, the Lender and the Administrative Agent, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to the Borrowing (the “Proposed Borrowing”) as required by Section 2.02(a) of the Credit Agreement:
(A)The Business Day of the Proposed Borrowing is [●].
(B)The aggregate amount of the Proposed Borrowing is [●].
(C)Wiring instructions: (to include Bank Name, ABA [●], Acct # XXXX, Swift: XXXX)
The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:
(A)the representations and warranties contained in Section 4.01 of the Credit Agreement and in each other Loan Document are true and correct in all material respects, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date in which case such representations and warranties shall have been true and correct in all material respects on each earlier date);
(B)other than the Ontario Litigation, there shall exist no Adverse Proceeding that could be reasonably likely to have a Material Adverse Effect; and
(C)no event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, that constitutes a Default.
| Very truly yours, | |
| | |
| HUT 8 MINING CORP. | |
| | |
| By | |
| | Name: |
| | Title: |
EXHIBIT C - FORM OF
ASSIGNMENT AND ACCEPTANCE
Reference is made to the Second Amended and Restated Credit Agreement dated as _______________, 2024 (as amended or modified from time to time, the “Credit Agreement”) between Hut 8 Mining Corp., a corporation amalgamated and existing under the laws of the Province of British Columbia, Canada (the “Borrower”), the Lender (as defined in the Credit Agreement) and the Administrative Agent (as defined in the Credit Agreement). Terms defined in the Credit Agreement are used herein with the same meaning.
The “Assignor” and the “Assignee” referred to on Schedule 1 hereto agree as follows:
IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon.
Schedule 1
to
Assignment and Acceptance
• Assignee’s Commitment: | •$_______________ |
• Aggregate outstanding principal amount of Loan assigned: | •$_______________ |
• Principal amount of Promissory Note payable to Assignee: | •$_______________ |
• Effective Date of Assignment and Acceptance: | |
[NAME OF ASSIGNOR], as Assignor
By | ____________________________________ |
Dated: _______________, 20__
[NAME OF XXXXXXXX], as Assignee
By | ____________________________________ |
Lending Office:
[Address]
Acknowledged this
___ day of ________, 20__
[HUT 8 MINING CORP.]
By | ____________________________________ |
EXHIBIT D - FORM OF
PLEDGE AND COLLATERAL ACCOUNT CONTROL AGREEMENT
This PLEDGE AND COLLATERAL ACCOUNT CONTROL AGREEMENT, dated as of ___________________ (this “Agreement”), is entered into by and among HUT 8 HOLDINGS INC., a corporation organized and existing under the laws of the Province of British Columbia, Canada (including Hut 8 Mining Corp., its successor by amalgamation pursuant to the terms of the Hut Amalgamation, as pledgor, the “Pledgor”), COINBASE CREDIT, INC., as collateral agent for the Secured Parties that are party to the Credit Agreement described below (in that capacity, the “Collateral Agent”) and as administrative agent for the Lender under the Credit Agreement described below (in that capacity, the “Administrative Agent”), and COINBASE CUSTODY TRUST COMPANY, LLC, a New York limited purpose trust company, as custodian (the “Custodian”).
RECITALS:
WHEREAS, reference is made to that certain Credit Agreement, dated as of the date hereof (the “Credit Agreement”), by and among the Pledgor, as borrower, the Lender, the Administrative Agent and the Collateral Agent;
WHEREAS, the Pledgor is the Custodian’s customer with respect to the Collateral Account;
WHEREAS, it is a condition precedent to the obligations of the Collateral Agent and the other Secured Parties under the Credit Agreement that the Collateral Account (as defined below) and the Unsecured Account be established with the Custodian, that the Collateral Agent be granted a first-priority security interest in the Collateral Account and all Collateral Account Property (as defined below) and that the Collateral Agent have control over the Collateral Account and all Collateral Account Property in accordance with the terms of this Agreement in order to perfect Secured Parties’ security interest in the Collateral Account and the Collateral Account Property.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
“Airdrop” means a distribution of any digital assets including digital assets resulting from the ownership of an existing digital asset.
“Collateral” means the Collateral Account, the Collateral Account Property, all other property of any kind delivered to the Custodian (including, for the avoidance of doubt, any digital assets distributed in an Airdrop or resulting from a Hard Fork) to be held in or credited to the Collateral Account or otherwise in the possession or control of the Custodian under this Agreement or the Custody Agreement (whether or not held or credited to the Collateral Account), and all distributions, interest, gain, profits, income and proceeds thereof; provided, that the Unsecured Account and any property credited to the Unsecured Account shall not be part of the Collateral.
“Collateral Account” means the digital assets account established under Section 3.1.
“Collateral Account Property” means:
“Control” means “control” within the meaning of § 8-106 and 9-106 of the UCC.
“Hard Fork” means a software update implemented to a blockchain protocol that is incompatible with the existing blockchain protocol, causing a permanent split into two separate blockchain protocols that run in parallel.
“Notice of Enforcement” means a written notice from the Collateral Agent to the Custodian substantially in the form set out in Exhibit C of this Agreement.
“Obligors” means the Pledgor and the Guarantor.
“Secured Obligations” means Obligations as defined in the Credit Agreement.
“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent and the Lender.
The Pledgor and the Collateral Agent appoint the Custodian to act as custodian with respect to the Collateral Account and the Collateral Account Property. The Custodian accepts this appointment, and agrees to accept and hold, in its custody and in accordance with the terms of this Agreement, the Collateral Account and all Collateral Account Property.
The Custodian has established pursuant to the Custody Agreement as a collateral account for the purposes of holding Cash, Bitcoin (BTC), USDC as well as all other property of the Pledgor transferred to or in the possession of the Custodian that is from time to time subject to any Lien in favor of the Secured Parties, and agrees to maintain as a digital assets account until the termination of this Agreement, the special, segregated custody account listed on Exhibit A (the “Collateral Account”).
The Collateral Account is in the name of the Pledgor and has been established and will be maintained at the office of the Custodian located at Coinbase Custody Trust Company, LLC, 000 0xx Xx, #000 Xxxxxxx, XX 00000. The Pledgor and the Custodian hereby agree that each item of property (including Bitcoin (BTC), USDC and cash) held in or credited to the Collateral Account on or after the date of this Agreement shall be treated as a “financial asset” within the meaning of UCC §8-102(a)(9).
As security for the prompt and complete payment and performance of the Secured Obligations when due (whether due because of demand, mandatory prepayment, or otherwise) and to induce the Lender to make the Loan, the Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties a continuing first priority security interest in and lien on all of Pledgor’s right, title and interest in, to and under the Collateral.
Without limiting the rights granted to the Collateral Agent under this Agreement and the other Loan Documents, the parties agree that the Collateral Agent will have all the rights and remedies available to a purchaser and a secured party under articles 8 and 9, respectively, of the UCC in respect of the Collateral Account and the Collateral Account Property.
The Custodian represents and warrants to, and covenants with, the Collateral Agent as follows:
Any income or other tax payable in respect of the Collateral Account or any Collateral Account Property or on account of any dividends, distributions, interest, gain, profits, income, proceeds or other property received or accrued in respect of any Collateral Account Property or other Collateral (including, for the avoidance of doubt, any digital assets distributed in an Airdrop or resulting from a Hard Fork) will be for the account of the Pledgor. If any applicable law (as determined in the good faith discretion of the Collateral Agent or other applicable withholding agent) requires the payment, deduction or withholding of any Tax from or in respect of the Collateral Account or any Collateral Account Property or any cash or other property distributed or received in respect of the Collateral, then the Collateral Agent or other applicable withholding agent shall be entitled to make such payment, deduction or withholding and pay the amount deducted or withheld to the relevant governmental authority in accordance with applicable law, and any taxes so paid, deducted or withheld shall be economically borne by the Borrower, which shall not receive any additional amounts in respect of any such taxes. The Borrower shall indemnify the Collateral Agent within ten (10) days after demand therefor, for the full amount of any taxes payable or paid by the Collateral Agent or any other applicable withholding agent in respect of the Collateral or required to be withheld or deducted from or otherwise paid with respect
to any cash or property distributed or received in respect of the Collateral, as well as in each case any reasonable expenses arising therefrom or with respect thereto, and in each case whether or not such taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount and basis of such payment or liability delivered to the Borrower by the Collateral Agent shall be conclusive absent manifest error. The parties’ obligations under this Section 5.3 shall survive any assignment of rights by, or the replacement of, a Lender or the Collateral Agent, the termination of the Credit Agreement or the Collateral Agreement and the repayment, satisfaction or discharge of all obligations under any Loan Document.
The Pledgor shall indemnify and hold harmless the Custodian, its affiliates, and their officers, directors, employees, and agents against all claims, demands, losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees and disbursements and the reasonable estimate of the allocated costs and expenses of the Custodian’s in-house legal counsel and staff) in any way arising out of:
except to the extent the claims, liabilities, costs and expenses are caused by the Custodian’s gross negligence, fraud or willful misconduct.
In the event of a conflict between this Agreement, the Custody Agreement and any other agreement between Custodian and Pledgor, the terms of this Agreement will prevail.
This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, except that the Pledgor may not assign its obligations under this Agreement. Any purported assignment by the Pledgor in violation of this provision shall be void and of no effect.
The Pledgor agrees to pay to the Custodian, the Collateral Agent and the other Secured Parties on demand all reasonable and documented costs, expenses (including legal fees and expenses) and taxes incurred or arising in connection with the preparation, documentation, negotiation, execution, delivery, administration or enforcement of this Agreement, the administration or maintenance of the Collateral Account or the Collateral Account Property, or any amendment or restructuring of or waiver or consent under this Agreement.
(i)if to the Pledgor, at its address: 00 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0, attention: Xxxxx Xxxxxx or to email addresses: [REDACTED] or any of the other contacts listed in Schedule 1 to the Credit Agreement (which Schedule 1 may be amended from time to time by the Borrower and the Lender);
(ii)if to the Lender, the Collateral Agent or the Administrative Agent, at its address: Coinbase Credit, Inc., 000 0xx Xxxxxx, #000 Xxxxxxx XX 00000, Xxxxxx Xxxxxx or to email address: [REDACTED]; and
(iii)if to the Custodian, via email at: [REDACTED].
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its email address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefore; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.
THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
| HUT 8 HOLDINGS XXX. xx Pledgor | |
| | |
| By: | |
| Name: | |
| Title: | |
[Signature page to Pledge and Collateral Account Control Agreement]
| COINBASE CUSTODY TRUST COMPANY, LLC as Custodian | |
| | |
| By: | |
| Name: | |
| Title: | |
| Email: | |
| | |
| | |
| COINBASE CREDIT, XXX. xx Collateral Agent and Administrative Agent | |
| | |
| By: | |
| Name: | |
| Title: | |
| Email: | |
[Signature page to Pledge and Collateral Account Control Agreement]
Exhibit A. Collateral Account
Collateral Account Name | Collateral Account Number |
| |
Exhibit B. Form of Notice of Termination
Date: [date]
To: Coinbase Custody Trust Company LLC
Via email at [REDACTED]
Attention: Custody Product Legal
[NAME OF CLIENT]
[address]
Attn: [name]
Email: [email address]
Dear [____________________]
Re: Pledge and Collateral Account Control Agreement, dated as of [date] (the “Control Agreement”), by and among is made by and among HUT 8 HOLDINGS INC., a corporation organized and existing under the laws of the Province of British Columbia, Canada (including Hut 8 Mining Corp., its successor by amalgamation pursuant to the terms of the Hut Amalgamation, as pledgor, the “Pledgor”), COINBASE CREDIT, INC. as collateral agent (in that capacity, the “Collateral Agent”), as administrative agent (in that capacity, the “Administrative Agent”) and as lender (in that capacity, the “Lender”, and together with the Collateral Agent and the Administrative Agent, the “Secured Parties”), and Coinbase Custody Trust Company, LLC, a New York limited purpose trust company (the “Custodian”).
We refer to the Control Agreement. Defined terms in the Control Agreement will, unless otherwise defined in this notice, have the same meaning given to them in the Control Agreement.
We hereby notify you that we are terminating the Control Agreement and no longer claim a security interest in the Collateral Account. This notice terminates any obligations you may have to the undersigned with respect to the Collateral Account.
Please acknowledge receipt of this notice by signing and returning the enclosed copy of this notice.
Yours truly,
COINBASE CREDIT, INC.
By:
Name:
Title:
Acknowledgement:
We acknowledge receipt of a Notice of Termination from the Secured Parties, a copy of which is set out above.
COINBASE CUSTODY TRUST COMPANY, LLC
By: | | |
Name: | | |
Title: | | |
[HUT 8 HOLDINGS INC.][HUT 8 MINING CORP.]
By: | | |
Name: | | |
Title: | | |
Exhibit C. Form Of Notice Of Enforcement
From: Coinbase Credit, Inc. (the “Collateral Agent”)
To: Coinbase Custody Trust Company, LLC (the “Custodian”)
Copy:HUT 8 HOLDINGS INC., a corporation organized and existing under the laws of the Province of British Columbia, Canada (including Hut 8 Mining Corp., its successor by amalgamation pursuant to the terms of the Hut Amalgamation) (the “Pledgor”)
Re:NOTICE OF ENFORCEMENT
We refer to the Pledge and Collateral Account Control Agreement entered into between the Custodian, the Collateral Agent and the Pledgor dated [●], 2023 (the “Agreement”). Capitalized terms used herein shall have the meaning ascribed to them in the Agreement.
This notice constitutes a Notice of Enforcement for the purposes of the Agreement.
The Collateral Agent hereby notifies the Custodian that an Event of Default (as defined in the Credit Agreement) under the Credit Agreement has occurred and is continuing and that the Collateral Agent is enforcing the Collateral (as defined in the Agreement) pursuant to the Agreement.
The Collateral Agent hereby requires the Custodian to act upon its instructions with respect to the Accounts in accordance with Clause 5.1(b) (Control of Collateral Account by Secured Parties; the Pledgor’s Rights in Collateral Account) of the Agreement.
Yours faithfully
COINBASE CREDIT, INC.
EXHIBIT E -
FORM OF COMPLIANCE CERTIFICATE
Financial Statement Date:____________,
To:______________, as Lender
Ladies and Gentlemen:
Reference is made to the Second Amended and Restated Credit Agreement dated as _______________, 2024 (as amended or modified from time to time, the “Credit Agreement”) between Hut 8 Mining Corp., a corporation amalgamated and existing under the laws of the Province of British Columbia, Canada (the “Borrower”), the Lender (as defined in the Credit Agreement) and the Administrative Agent (as defined in the Credit Agreement). Terms defined in the Credit Agreement are used herein with the same meaning.
The undersigned officer hereby certifies as of the date hereof that he/she is the _______________________ of the Parent, and that, as such, he/she is authorized to execute and deliver this Certificate to the Lender on the behalf of the Parent, and that:
1.The Borrower has delivered the unaudited financial statements required by Section 5.01(j)(ii) of the Credit Agreement for the fiscal quarter of the Parent ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Parent in accordance with United States Generally Accepted Accounting Principles as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
2.The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Parent and the Borrower during the accounting period covered by such financial statements.
3.A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and
[select one:]
[to the best knowledge of the undersigned, during such fiscal period the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]
--or--
[to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of __________________________, ___________.
[PARENT]
By:
Name: [Type Signatory Name]
Title: [Type Signatory Title]
SCHEDULE 1
AUTHORIZED XXXXXXXX CONTACTS FOR NOTICES
For all notices:
00 Xxxxxx Xxxxxx, Xxxxx 000
Toronto, Ontario M5V 2B8
Attn: Legal Department
Email: [REDACTED]
For margin call notices:
00 Xxxxxx Xxxxxx, Xxxxx 000
Toronto, Ontario M5V 2B8
Attn: Shenif Visram
Email: [REDACTED]
EXHIBIT F –
FORM OF LTV BREACH NOTICE
Ladies and Gentlemen:
We hereby refer to the second amended and restated credit agreement dated as of _______________, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; all terms defined therein shall have the same meaning in this notice unless otherwise defined herein), by and among Hut 8 Mining Corp., a corporation amalgamated and existing under the laws of the Province of British Columbia, Canada (the “Borrower”) and Coinbase Credit Inc. as lender (“Lender”), as Administrative Agent (“Administrative Agent”) and as Collateral Agent (“Collateral Agent”).
We hereby inform you that the Actual LTV Ratio (as defined in the Credit Agreement) is equal to or in excess of the Liquidation LTV (as defined in the Credit Agreement) as of the date indicated on Schedule 1 hereto. We hereby further inform you that pursuant to Section 2.03(f) of the Credit Agreement, the Borrower is required to prepay the Loans in accordance with the terms set forth therein.
This LTV Breach Notice and any non-contractual obligations arising out of or in connection with it are governed by New York law.
Very truly yours,
COINBASE CREDIT INC.
as Collateral Agent and Administrative Agent
By:
Name:
Title:
Schedule 1 to LTV Breach Notice
LTV Breach Notice Time: [date][time]
Loan Amount (USD): [●]
Current Collateral (BTC): [●]
BTC Price: [●]
Amount of USD required to pay all outstanding and unpaid principal amount of the Loan plus the then accrued and unpaid interest thereon under the Credit Agreement: [●]
Actual LTV Ratio: [●]
Please reach out to your client service representative for further information.
EXHIBIT G – FORM OF MARGIN
FUNDING NOTICE
Ladies & Gentlemen:
We hereby refer to the second amended and restated credit agreement dated as of _______________, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; all terms defined therein shall have the same meaning in this notice unless otherwise defined herein), by and among Hut 8 Mining Corp., a corporation amalgamated and existing under the laws of the Province of British Columbia, Canada (the “Borrower”) and Coinbase Credit Inc. as lender (“Lender”), as Administrative Agent (“Administrative Agent”) and as Collateral Agent (“Collateral Agent”).
We hereby inform you that a Margin Call Event (as defined in the Credit Agreement) has occurred as of the date indicated on Schedule 1 hereto and set forth on Schedule 1 hereto are the Actual LTV Ratio calculations referring to such Margin Call Event. We hereby further inform you that pursuant to Section 2.06(a)(i)of the Loan Agreement, the Borrower is required to deposit Additional Collateral to the Collateral Account in the amount and within the Margin Funding Deadline set forth on Schedule 1 hereto.
This Margin Funding Notice and any non-contractual obligations arising out of or in connection with it are governed by New York law.
Very truly yours,
COINBASE CREDIT INC.
as Collateral Agent and Administrative Agent
By:
Name:
Title:
Schedule 1 to Margin Funding Notice
Margin Call Issue Time: [date][time]
Loan Amount (USD): [●]
Current Collateral (BTC): [●]
BTC Price: [●]
[Actual LTV Ratio] 0F1: [●]
Cure Amount (BTC): [●]
Margin Funding Deadline: [●]
Margin Call Reference: [●]
Please reach out to your client service representative for further information.
1 | Drafting note: To be used in case of a Margin Call Event pursuant to Section 2.06(a)(i) of the Credit Agreement. |
