AGREEMENT AND PLAN OF MERGER among BITFARMS LTD., BACKBONE MINING SOLUTIONS LLC, HPC & AI MEGACORP, INC. and STRONGHOLD DIGITAL MINING, INC. Dated as of August 21, 2024Agreement and Plan of Merger • August 22nd, 2024 • Stronghold Digital Mining, Inc. • Finance services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 21, 2024 (this “Agreement”), among Bitfarms Ltd., a corporation organized under the Business Corporations Act (Ontario) (“Parent”), Backbone Mining Solutions LLC, a Delaware limited liability company and a wholly owned, indirect Subsidiary of Parent (“BMS”), HPC & AI Megacorp, Inc., a Delaware corporation and a wholly owned, direct Subsidiary of BMS (“Merger Sub”), and Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • August 22nd, 2024 • Stronghold Digital Mining, Inc. • Finance services • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2024, by and among Bitfarms Ltd., a corporation organized under the Business Corporations Act (Ontario) (“Parent”), and the undersigned holders (each, a “Holder” and collectively, the “Holders”) of shares of Class A common stock, par value $0.0001 per share, and/or Class V common stock, par value $0.0001 per share (collectively, “Company Common Stock”), of Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”). The parties to this Agreement are sometimes referred to herein collectively as the “parties,” and individually as a “party.” Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).
TRA WAIVER AND TERMINATION AGREEMENTTra Waiver and Termination Agreement • August 22nd, 2024 • Stronghold Digital Mining, Inc. • Finance services • Delaware
This TRA Waiver and Termination Agreement (this “Waiver Agreement”) is dated as of August 21, 2024, and is by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), each of undersigned Persons under the heading “Holders” on the signature pages hereto (collectively, the “Holders”), and Bitfarms Ltd., a corporation organized under the Business Corporations Act (Ontario) (“Parent”). Each of the Company, the Holders and Parent are referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
