COMMON STOCK PURCHASE WARRANT gryphon digital mining, inc.Akerna Corp. • May 12th, 2023 • Services-computer processing & data preparation
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gryphon Digital Mining, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AGREEMENT AND PLAN OF MERGER among Sphere 3D Corp. and Gryphon Digital Mining, Inc. and Sphere GDM Corp. dated as of June 3, 2021 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of June 3, 2021, is entered into by and among Sphere 3D Corp., an Ontario corporation (“Parent”) (“Public Company”); Sphere GDM Corp., a Delaware corporation and a wholly owned subsidiary of Public Company (the “Merger Sub”); and Gryphon Digital Mining, Inc., a Delaware corporation (“Merger Partner”).
NON-FIXED PRICE SALES AND PURCHASE AGREEMENT BETWEEN Bitmain Technologies Limited (“Bitmain”) AND Gryphon Digital Mining Inc. (“Purchaser”)Sales and Purchase Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation
This non-fixed price sales and purchase agreement (this “Agreement”) is made on [April 14, 2021] by and between Bitmain Technologies Limited (“Bitmain”) (Company number: 2024301), with its registered office at Unit Al of Unit A, 11th Floor, Success Commercial Building, 245-251 Hennessy Road, Hong Kong, and [Gryphon Digital Mining, Inc] (the “Purchaser”) (UEN: [3951255]), with its principal place of business at [614 N Dupont Hwy, Suite 210, Dover, Delaware, US, 19901].
MASTER SERVICES AGREEMENTMaster Services Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This Master Services Agreement (“Agreement”) effective as of September 12, 2021 (“Effective Date”) is between CORE SCIENTIFIC, INC. (“Company”) and GRYPHON DIGITAL MINING, INC. (“Client”).
AMENDMENT NO. 3 TO PROMISSORY NOTE and SECURITY AGREEMENTNote and Security Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This AMENDMENT TO PROMISSORY NOTE and SECURITY AGREEMENT (this “Amendment”) is made and entered into as of December 29, 2021, by and among Sphere 3D Corp., an Ontario corporation (“Lender”), and Gryphon Digital Mining, Inc., a Delaware corporation (“Borrower”, and Lender and Borrower, each a “Party” and collectively the “Parties”).
AMENDMENT NO. 1 TO SUB-LICENSE AND DELEGATION AGREEMENTSub-License and Delegation Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This AMENDMENT NO. 1 TO SUB-LICENSE AND DELEGATION AGREEMENT (this “Amendment”) is made and entered into as of December 29. 2021 by and among Sphere 3D Corp., an Ontario corporation (“Sphere”), and Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon”, and Sphere and Gryphon, each a “Party” and collectively the “Parties”).
SUB-LICENSE AND DELEGATION AGREEMENTMaster Services Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This Sub-License and Delegation Agreement (this “Agreement”), dated as of 10/5/2021, 2021, is entered into by and between Gryphon Digital Mining, Inc. (“Gryphon”) and Sphere 3D Corp. (“Sphere”), and relates to that certain Services Agreement, dated as of September 12, 2021 (the “MSA”), by and between Core Scientific, Inc. (“Core”) and Gryphon, and Master Services Agreement Order #2 thereunder (“Order 2”), attached hereto as Exhibits A and B, respectively. Capitalized terms used herein without definition shall have the meanings assigned to them in Order #2.
SECURITY AGREEMENTSecurity Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation
SECURITY AGREEMENT dated July 6, 2021 (this “Agreement”), between Gryphon Machine Co 1, LLC, a Delaware limited liability company, whose address is 5953 Mabel Rd, Unit 138, Las Vegas, NV, 89110 (“Debtor”), Gryphon Digital Mining Inc., a Delaware limited liability company whose address is 5953 Mabel Rd, Unit 138, Las Vegas, NV, 89110 (“Gryphon”) and Sphere 3D Corp., a Corporation formed under the laws of the Province of Ontario, whose address 895 Don Mills Road Bldg. 2, Suite 900 Toronto, Ontario Canada M3C 1W3 (“Secured Party”).
MASTER SERVICES AGREEMENT ORDER #1Master Services Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation
This Order, including the terms and conditions hereunder, incorporates by reference the terms of the Master Services Agreement dated as of September ___, 2021 (the “Agreement”) between Company and Client (as defined below). If any terms of this Order conflict with the terms of the Agreement, the terms of this Order shall govern with respect to this Order. Capitalized terms used but not defined in this Order shall have the meanings ascribed in the Agreement.
COINMINT COLOCATION MINING SERVICES AGREEMENTColocation Mining Services Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Texas
This Colocation Mining Services Agreement (the “Agreement”) is made as of July 1, 2021 (the “Effective Date”), by and between Coinmint, LLC (“Service Provider”), a limited liability company, with an address at 1413 Avenida Ponce de Leon, San Juan, Puerto Rico 00946, and the customer identified below (“Customer”). Service Provider and Customer are each referred to as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED EQUIPMENT LOAN AND SECURITY AGREEMENTAmended and Restated Equipment Loan and Security Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
THIS EQUIPMENT LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of May 25, 2022 and amended and restated on March 29, 2023, by and between ANCHORAGE LENDING CA, LLC (“Lender”) and GRYPHON OPCO I LLC, a Delaware limited liability company (“Borrower”). Capitalized terms used herein without definition shall have the meanings assigned to them in Schedule A attached hereto and, for purposes of this Agreement and the other Loan Documents, the rules of construction set forth in Schedule A shall govern.
MASTER SERVICES AGREEMENT Binding Term SheetMaster Services Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This Binding Term Sheet (the “Binding Term Sheet”) constitutes a legally binding commitment to enter into a transaction on the terms described herein. This Binding Term Sheet shall be superseded by a definitive agreement as set forth below, and this Binding Term Sheet constitutes a legally binding and enforceable agreement with respect to the relationship of the parties between the Effective Date until the execution and delivery of the definitive agreement and/or the Term/Termination as further defined below.
EQUIPMENT LOAN AND SECURITY AGREEMENTEquipment Loan and Security Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
THIS EQUIPMENT LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of May 25, 2022, by and between ANCHORAGE LENDING CA, LLC (“Lender”) and GRYPHON OPCO I LLC , a Delaware limited liability company (“Borrower”). Capitalized terms used herein without definition shall have the meanings assigned to them in Schedule A attached hereto and, for purposes of this Agreement and the other Loan Documents, the rules of construction set forth in Schedule A shall govern.
AMENDMENT NO. 2 TO PROMISSORY NOTE and SECURITY AGREEMENTNote and Security Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This AMENDMENT TO PROMISSORY NOTE and SECURITY AGREEMENT (this “Amendment”) is made and entered into as of September 29, 2021, by and among Sphere 3D Corp., an Ontario corporation (“Lender”), and Gryphon Digital Mining, Inc., a Delaware corporation (“Borrower”).
MASTER SERVICES AGREEMENT ORDER #2Master Services Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation
This Order, including the terms and conditions hereunder, incorporates by reference the terms of the Master Services Agreement dated as of September 12, 2021 (the “Agreement”) between Company and Client (as defined below). If any terms of this Order conflict with the terms of the Agreement, the terms of this Order shall govern with respect to this Order. Capitalized terms used but not defined in this Order shall have the meanings ascribed in the Agreement.
AMENDMENT NO. 1 TO PROMISSORY NOTE and SECURITY AGREEMENTNote and Security Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This AMENDMENT TO PROMISSORY NOTE and SECURITY AGREEMENT (this “Amendment”) is made and entered into as of August 30, 2021, by and among Sphere 3D Corp., an Ontario corporation (“Lender”), and Gryphon Digital Mining, Inc., a Delaware corporation (“Borrower”).
AMENDMENT NO. 1 Master Services Agreement (Binding Term Sheet)Master Services Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • New York
This AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT (BINDING TERM SHEET) (this “Amendment”) is made and entered into as of December 29, 2021, by and among Sphere 3D Corp., an Ontario corporation (“Customer”), and Gryphon Digital Mining, Inc., a Delaware corporation (“Provider”, and Lender and Borrower, each a “Party” and collectively the “Parties”).
AMENDMENT AND REAFFIRMATION AGREEMENTAnd Reaffirmation Agreement • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation
This AMENDMENT AND REAFFIRMATION AGREEMENT is entered into as of March 29, 2023 (this “Amendment”), by and among Gryphon Opco I LLC, a Delaware LLC (“Borrower”), Gryphon Digital Mining, Inc. a Delaware corporation (the “Guarantor”), and Anchorage Lending CA, LLC, a California limited liability company (together with its successors and assigns, “Lender”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of December 29, 2021, by and among Sphere 3D Corp., an Ontario corporation (“Public Company”), Sphere GDM Corp., a Delaware corporation and a wholly-owned subsidiary of Public Company (the “Merger Sub”) and Gryphon Digital Mining, Inc., a Delaware corporation (“Merger Partner”, together with Public Company and Merger Sub, the “Parties”).
GUARANTYGuaranty • May 12th, 2023 • Akerna Corp. • Services-computer processing & data preparation
THIS GUARANTY (this “Guaranty”), dated as of May 25, 2022, is executed and delivered by GRYPHON DIGITAL MINING, INC. (individually (or if more than one, collectively), "Guarantor") in favor of ANCHORAGE LENDING CA, LLC, its successors and assigns ("Lender"), in connection with that certain Equipment Loan and Security Agreement dated as of the date hereof by and between Lender and GRYPHON OPCO I LLC ("Borrower"), pursuant to which Borrower has borrowed or is to borrow certain funds from Lender, which indebtedness is or is to be evidenced by a promissory note (such agreement and such promissory note, as each may be amended, restated or supplemented from time to time, being herein collectively referred to as the "Agreement").
