EXCHANGE AGREEMENTExchange Agreement • January 3rd, 2023 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • Delaware
This Exchange Agreement (the “Agreement”) executed as of December 30, 2022 by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), and each of the holders named on the executed signature pages hereto (collectively, the “Holders”) sets forth the terms and conditions upon which the Company will issue an aggregate of 23,102 shares (the “Shares”) of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), containing the rights, powers and privileges as set forth on Exhibit A hereto (the “Certificate of Designation”), in exchange for the cancellation of $17,893,750.00 of the principal and accrued interest outstanding under the Amended and Restated 10.0% Notes due February 15, 2023, as amended, by and between the Company and each of the Holders (the “Exchanged Notes,” and such principal and interest representing all of the amounts thereunder owed to the Holders, the “Debt”).
