INDEMNIFICATION AGREEMENTIndemnification Agreement • April 30th, 2024 • Ionic Digital Inc. • Finance services • Delaware
This Indemnification Agreement (“Agreement”) is made as of [•], 2023 by and between [NewCo, Inc.], a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”).
Ionic Digital Inc. PLAN SPONSOR CONTRIBUTION AGREEMENTPlan Sponsor Contribution Agreement • April 30th, 2024 • Ionic Digital Inc. • Finance services • New York
This Plan Sponsor Contribution Agreement (this “Agreement”), is made as of January 31, 2024, by and between Ionic Digital Inc., a Delaware corporation (the “Company”), and U.S. Data Management Group LLC, a Delaware limited liability company, doing business as US Bitcoin Corp. (the “Plan Sponsor”).
MANAGEMENT SERVICES AGREEMENT By and between And Ionic Digital Inc.Management Services Agreement • April 30th, 2024 • Ionic Digital Inc. • Finance services • New York
This Management Services Agreement (this “Agreement”), is made and entered as of January 31, 2024, by and between (i) U.S. Data Management Group, LLC, a Delaware limited liability company (“Manager”), and (ii) Ionic Digital Inc., a Delaware corporation (the “Company”). Any capitalized term used but not otherwise defined herein shall have the meaning set forth in the Plan (as defined below).
INVESTORS’ AND REGISTRATION RIGHTS AGREEMENTInvestors’ and Registration Rights Agreement • April 30th, 2024 • Ionic Digital Inc. • Finance services • New York
This Investors’ and Registration Rights Agreement (this “Agreement”), dated as of January 31, 2024, is entered into by and among Ionic Digital Inc., a Delaware corporation (the “Company”), and U.S. Data Management Group, LLC, a Delaware limited liability company (“USBTC” and, together with the Company, the “Parties”).
MASTER CONVEYANCE AGREEMENTMaster Conveyance Agreement • April 30th, 2024 • Ionic Digital Inc. • Finance services • New York
THIS MASTER CONVEYANCE AGREEMENT (this “Agreement”), dated effective January 31, 2024 (the “Effective Date”), by and between Celsius Mining LLC, a Delaware limited liability company (“Seller”), and Ionic Digital Treasury Inc., a Delaware corporation (“Buyer”) and wholly owned indirect subsidiary of Ionic Digital Inc., a Delaware corporation (“Parent”). Seller and Buyer are sometimes herein referred to collectively as the “Parties” and individually as a “Party.”
WARRANT AGREEMENTWarrant Agreement • April 30th, 2024 • Ionic Digital Inc. • Finance services • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND, IF THE COMPANY REASONABLY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 30th, 2024 • Ionic Digital Inc. • Finance services • New York
This Restricted Stock Agreement (the “Agreement”) is made as of January 31, 2024, by and between Ionic Digital Inc., a Delaware corporation (the “Company”), and U.S. Data Management Group, LLC, a Delaware limited liability company (the “Purchaser”).
