CLASS B COMMON STOCK PURCHASE WARRANT Soluna Holdings, INC.Soluna Holdings, Inc • May 15th, 2023 • Finance services
THIS CLASS B 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 set forth above (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 Soluna Holdings, 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).
CLASS A COMMON STOCK PURCHASE WARRANT Soluna Holdings, INC.Soluna Holdings, Inc • May 15th, 2023 • Finance services
THIS CLASS A 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 set forth above (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 Soluna Holdings, 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).
LOAN AND SECURITY AGREEMENT SOLUNA DV COMPUTECO, LLC, and NAVITAS WEST TEXAS INVESTMENTS SPV, LLC Dated as of May 9, 2023Loan and Security Agreement • May 15th, 2023 • Soluna Holdings, Inc • Finance services • New York
This Loan and Security Agreement (“Agreement”) is dated this [8th] day of May, 2023, between and among SOLUNA DV COMPUTECO, LLC, a Delaware limited liability company (“Borrower”), and NAVITAS WEST TEXAS INVESTMENTS SPV, LLC (“Lender”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Soluna DV ComputeCo, LLC Dated as of May 9, 2023Limited Liability Company Agreement • May 15th, 2023 • Soluna Holdings, Inc • Finance services • Delaware
This Amended and Restated Limited Liability Company Agreement of Soluna DV ComputeCo, LLC, a Delaware limited liability company (the “Company”), is dated as of May 9, 2023, by and among the Company, Soluna Computing, Inc., a Nevada corporation (“Soluna” or “Parent”), and Navitas West Texas Investments SPV, LLC, a Delaware limited liability company (collectively with its Affiliates, “Navitas”). Each of the Company, Navitas and Soluna shall be referred to herein as a “Party” and collectively as the “Parties”.
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • May 15th, 2023 • Soluna Holdings, Inc • Finance services • New York
THIS SECOND AMENDMENT AGREEMENT, dated as of May 11, 2023, (this “Agreement”), is by and among and each purchaser identified on Schedule A hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”), and Soluna Holdings, Inc. (f/k/a Mechanical Technology, Incorporated), a Nevada corporation (the “Company” and together with the Purchasers each a “Party” and collectively the “Parties”).
Section 1.1 Definitions 1 Section 1.2 Interpretation 8 ARTICLE II CLOSING; INVESTMENT IN DV 9 Section 2.1 Agreement to Invest; Capital Commitment 9 Section 2.2 Capital Contribution 9 Section 2.3 Tax Characterization 10 Section 2.4 Closing; Fundings 10...Contribution Agreement • May 15th, 2023 • Soluna Holdings, Inc • Finance services • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2023 (the “Effective Date”), by and among Soluna Computing, Inc., a Nevada corporation (“Parent”), Soluna DV ComputeCo, LLC, a Delaware limited liability company (“DV”), and Navitas West Texas Investments SPV, LLC, a Delaware limited liability company (“Navitas”, and together with the Parent and DV, the “Parties”).
