0001564590-21-038087 Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STRONGHOLD DIGITAL MINING HOLDINGS LLC DATED AS OF APRIL 1, 2021
Limited Liability Company Agreement • July 27th, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of April 1, 2021, by and among Stronghold Digital Mining Holdings LLC, a Delaware limited liability company (the “Company”), Stronghold Digital Mining, Inc., a Delaware corporation (“PubCo”), Q Power LLC, a Delaware limited liability company (“Q Power”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

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RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
And Co-Sale Agreement • July 27th, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • Delaware

THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of April 1, 2021 by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holders (as defined below) listed on Schedule B.

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TAX RECEIVABLE AGREEMENT by and among
Tax Receivable Agreement • July 27th, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of April 1, 2021, is hereby entered into by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Initial Corporate Taxpayer Parent”), the TRA Holders and the Agent.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 27th, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 14, 2021, by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), and the investors identified on Schedule A hereto (each, including their respective successors and assigns, an “Investor” and collectively, the “Investors”).

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EQUITY CAPITAL CONTRIBUTION AGREEMENT by and among PANTHER CREEK RECLAMATION HOLDINGS, LLC, STRONGHOLD DIGITAL MINING HOLDINGS LLC and, solely for the purposes of Section 10.14, OLYMPUS POWER, LLC dated July 9, 2021
Equity Capital Contribution Agreement • July 27th, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York

THIS EQUITY CAPITAL CONTRIBUTION AGREEMENT (including the exhibits and schedules hereto, each as amended or restated from time to time, this “Agreement”), dated as of July 9, 2021 (the “Execution Date”), is by and among Panther Creek Reclamation Holdings, LLC, a Delaware limited liability company (“Seller”), and Stronghold Digital Mining Holdings LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are collectively referred to as the “Parties” and individually as a “Party”. Olympus Power, LLC, a Delaware limited liability company (“Guarantor”), is party to this Agreement solely for the purposes of Section 10.14.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 27th, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2021, by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”) and the investors identified on Schedule A hereto (each, including their respective successors and assigns, an “Investor” and collectively, the “Investors”).

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SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Series a Preferred Stock Purchase Agreement • July 27th, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York

THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 1st day of April, 2021 by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).

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SERIES B PREFERRED STOCK PURCHASE AGREEMENT
Series B Preferred Stock Purchase Agreement • July 27th, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York

THIS SERIES B PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 14th day of May, 2021 by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).

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MASTER TRANSACTION AGREEMENT
Master Transaction Agreement • July 27th, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York

This Master Transaction Agreement (this “Agreement”), dated as of April 1, 2021 (the “Effective Date”), is entered into by and among the following:

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