SECOND] AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • January 2nd, 2024 • GRIID Infrastructure Inc. • Services-computer processing & data preparation • Delaware
FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, GRIID INFRASTRUCTURE LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of [____] (the “Noteholder,” and together with the Borrower, the “Parties”), the principal amount of [____] dollars ($[____]), together with all accrued interest thereon as provided in this Promissory Note (the “Note”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 2nd, 2024 • GRIID Infrastructure Inc. • Services-computer processing & data preparation • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 29, 2023, by and among Griid Infrastructure Inc. (f/k/a Adit EdTech Acquisition Corp.), a Delaware corporation, (the “Company”) and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter becomes a party to this Agreement pursuant to Section 6.2, an “Investor” and collectively, the “Investors”).
ContractConvertible Note • January 2nd, 2024 • GRIID Infrastructure Inc. • Services-computer processing & data preparation • New York
THIS NOTE, AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT, AS OF THE DATE HEREOF, BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH PLEDGE, SALE, ASSIGNMENT OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 2nd, 2024 • GRIID Infrastructure Inc. • Services-computer processing & data preparation • New York
This Indemnification Agreement (this “Agreement”) is made and entered into as of , 2023, by and between GRIID Infrastructure Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
