Bitfarms LTD Sample Contracts
BITFARMS LTD. and Trustee INDENTURE Dated as of _________, ___ Providing for Issuance of Senior Debt Securities in SeriesIndenture • August 13th, 2021 • Bitfarms LTD • Services-computer programming, data processing, etc. • New York
This INDENTURE between Bitfarms Ltd., company incorporated under the Canada Business Corporations Act (hereinafter called the “Company”), having its principal office at 18 King St. E, Suite 902, Toronto, ON M5C 1C4, and, as trustee (hereinafter called the “Trustee”), is made and entered into as of ____________, ___.
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • March 11th, 2024 • Bitfarms LTD • Finance services • New York
Bitfarms Ltd., a corporation organized under the Business Corporations Act (Ontario) (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF JULY 24, 2024 BETWEEN BITFARMS LTD. AND TSX TRUST COMPANY AS RIGHTS AGENTShareholder Rights Plan Agreement • March 19th, 2025 • Bitfarms LTD • Finance services • Ontario
THIS SHAREHOLDER RIGHTS PLAN AGREEMENT is made as of July 24, 2024 between Bitfarms Ltd. (the “Corporation”), a corporation continued under the laws of the Province of Ontario, and TSX Trust Company, a trust company existing under the laws of Canada and registered to carry on business in all provinces and territories of Canada (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 22nd, 2024 • Bitfarms LTD • 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”).
Dealer Name and Address]Call Option Transaction • June 10th, 2026 • Keel Infrastructure Corp. • Finance services
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and Keel Infrastructure Corp. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
ORDER FORMMaster Custody Service Agreement • March 7th, 2024 • Bitfarms LTD • Finance services
This MASTER CUSTODY SERVICE AGREEMENT (“Agreement”) is made and entered into as of the Effective Date provided herein, by and between Anchorage Digital Bank N.A. (“Anchorage”), and each Client as provided herein (each a “Client”) (Anchorage and Client, each a “Party” and collectively, the “Parties”).
BACKBONE HOSTING SOLUTIONS (USA) INC.Employment Agreement • March 31st, 2026 • Bitfarms LTD • Finance services
Backbone Hosting Solutions (USA) Inc. (the “Company”), a subsidiary of Bitfarms Ltd. (“Bitfarms”), is pleased to present you an offer of employment as Chief Operating Officer (the “Agreement”).
SETTLEMENT AGREEMENTSettlement Agreement • September 23rd, 2024 • Bitfarms LTD • Finance services
This settlement agreement is made as of September 23, 2024 (the “Agreement”) by and between Bitfarms Ltd. (“Bitfarms” or the “Company”) and Riot Platforms, Inc. (“Riot”), who have each agreed to be bound by this Agreement (together, the “Parties” and each a “Party”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • April 1st, 2026 • Keel Infrastructure Corp. • Finance services • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 1, 2026 between Bitfarms Ltd., a corporation organized and existing under the Business Corporations Act (Ontario) (“Bitfarms”) and Computershare Trust Company, N.A., as trustee, and Computershare Trust Company of Canada, as Canadian co-trustee (the “Canadian Co-Trustee” and together with Computershare Trust Company, N.A., the “Trustee”).
AMENDING AGREEMENT #2Sales Contract • May 19th, 2023 • Bitfarms LTD • Finance services
This amending agreement (the “Second Amending Agreement”) is made as of December 28, 2022 among Bitfarms Ltd., a corporation incorporated under the laws of Ontario (the “Purchaser”) and Shenzhen DJ Technology Co., Ltd, (Company No.: , a company incorporated under the laws of China (the “Vendor”, and together with the Purchaser, the “Parties” and each individually a “Party”).
THIRD AMENDMENT TO THE stronghold digital mining, inc. omnibus incentive plan March 14, 2025Third Amendment to the Omnibus Incentive Plan • March 19th, 2025 • Bitfarms LTD • Finance services
WHEREAS, on August 21, 2024, Bitfarms Ltd., a corporation organized under the Business Corporations Act (Ontario) (the “Company”) entered into that certain Agreement and Plan of Merger, dated as of August 21, 2024, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of September 12, 2024 (the “Merger Agreement”), by and among the Company, Backbone Mining Solutions LLC, a Delaware limited liability company and a wholly owned, indirect subsidiary of the Company (“BMS”), HPC & AI Megacorp, Inc., a Delaware corporation and a wholly owned, direct subsidiary of BMS (“Merger Sub”), and Stronghold Digital Mining, Inc. (“Stronghold”). Under the terms of the Merger Agreement, the Company will acquire all issued and outstanding equity of Stronghold through a merger, in which Merger Sub will merge with and into Stronghold pursuant to the General Corporation Law of the State of Delaware, with Stronghold surviving the merger as a wholly owned, indirect subsidiary of the Compa
HIVE HOLDINGS PARAGUAY 1 LTD. - AND – HIVE HOLDINGS PARAGUAY 2 LTD. -AND- HIVE DIGITAL TECHNOLOGIES, LTD -AND- BACKBONE HOSTING SOLUTIONS INC. -AND- BITFARMS LTD. SHARE PURCHASE AGREEMENT DATED AS OF MARCH 17, 2025, 16:01 PMShare Purchase Agreement • June 11th, 2025 • Bitfarms LTD • Finance services
AMONG: BACKBONE HOSTING SOLUTIONS INC., a corporation duly constituted under the laws of Canada, having a place of business at 1040 rue du Lux, Suite 312, Brossard QC J4Y 0E3 Canada;
Hosting AgreementHosting Agreement • November 4th, 2024 • Bitfarms LTD • Finance services • New York
THIS HOSTING AGREEMENT (this “Agreement”) is made this 29th day of October, 2024 by and between Stronghold Digital Mining Hosting, LLC, a Delaware limited liability company (“Stronghold”) and Backbone Mining Solutions LLC. a Delaware limited liability company, (“BMS,” and, together with Stronghold, each a “Party” and, collectively, the “Parties”).
KEEL INFRASTRUCTURE CORP. as Issuer BITFARMS LTD. as Guarantor and COMPUTERSHARE TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of June 9, 2026 1.250% Convertible Senior Notes due 2032Indenture • June 10th, 2026 • Keel Infrastructure Corp. • Finance services • New York
INDENTURE dated as of June 9, 2026, among KEEL INFRASTRUCTURE CORP., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), BITFARMS LTD., a corporation organized and existing under the Business Corporations Act (Ontario), as guarantor (the “Guarantor,” as more fully set forth in Section 1.01) and COMPUTERSHARE TRUST COMPANY, N.A., as trustee (the “Trustee,” as applicable, and as more fully set forth in Section 1.01).
Date: [Date of Agreement] ConfidentialEmployment Agreement • April 3rd, 2026 • Keel Infrastructure Corp. • Finance services
This Employment Agreement (“Agreement”) is made and entered into as of [Date of Agreement], by and between Backbone Hosting Solutions (USA) Inc. (the “Company”), a subsidiary of Keel Infrastructure Corp. (“Keel”), a Delaware corporation with its principal place of business at 850 New Burton Road, Suite 201, Dover, DE 19904, and [Employee Name] (the “Employee”). References to “the Company” herein shall include Keel and its affiliates where the context requires, and obligations of the Company hereunder shall be guaranteed by Keel.
AMENDING AGREEMENTSales Contract • May 19th, 2023 • Bitfarms LTD • Finance services
This amending agreement (the “Amending Agreement”) is made as of August [12], 2022 among Bitfarms Ltd., a corporation incorporated under the laws of Ontario (the “Purchaser”) and Inchigle Technology Hong Kong Limited, (Company No. ), a company incorporated under the laws of Hong Kong (the “Vendor”, and together with the Purchaser, the “Parties” and each individually a “Party”).
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH (REDACTED). Hosting AgreementHosting Agreement • October 15th, 2024 • Bitfarms LTD • Finance services • New York
THIS HOSTING AGREEMENT (this “Agreement”) is made this 12th day of September, 2024 by and between Stronghold Digital Mining Hosting, LLC, a Delaware limited liability company (“Stronghold”) and Bitfarms Ltd. (“Bitfarms,” and, together with Stronghold, each a “Party” and, collectively, the “Parties”).
AMENDING AGREEMENT #2Sales Contract • May 19th, 2023 • Bitfarms LTD • Finance services
This amending agreement (the “Second Amending Agreement”) is made as of December 28, 2022 among Bitfarms Ltd., a corporation incorporated under the laws of Ontario (the “Purchaser”) and Inchigle Technology Hong Kong Limited, (Company No.: ), a company incorporated under the laws of Hong Kong (the “Vendor”, and together with the Purchaser, the “Parties” and each individually a “Party”).
BITFARMS LTD. and COMPUTERSHARE TRUST COMPANY, N.A. as Trustee COMPUTERSHARE TRUST COMPANY OF CANADA as Canadian Co-Trustee INDENTURE Dated as of October 21, 2025 1.375% Convertible Senior Notes due 2031Indenture • October 23rd, 2025 • Bitfarms LTD • Finance services • New York
INDENTURE dated as of October 21, 2025 between BITFARMS LTD., a corporation organized and existing under the Business Corporations Act (Ontario), as issuer (the “Company,” as more fully set forth in Section 1.01) and COMPUTERSHARE TRUST COMPANY, N.A., as trustee, and Computershare Trust Company of Canada, as Canadian co-trustee (the “Canadian Co-Trustee” and together, with Computershare Trust Company, N.A., the “Trustee,” as applicable, and as more fully set forth in Section 1.01).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 1st, 2026 • Keel Infrastructure Corp. • Finance services • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of April 1, 2026 by and between Keel Infrastructure Corp., a Delaware corporation (the “Company”), and [NAME OF INDEMNITEE] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
AMENDING AGREEMENTSales Contract • May 19th, 2023 • Bitfarms LTD • Finance services
This amending agreement (the “Amending Agreement”) is made as of August [13], 2022 among Bitfarms Ltd., a corporation incorporated under the laws of Ontario (the “Purchaser”) and Shenzhen DJ technology Co., Ltd, (Company No.: ) a company incorporated under the laws of China (the “Vendor”, and together with the Purchaser, the “Parties” and each individually a “Party”).
ARRANGEMENT AGREEMENTArrangement Agreement • February 10th, 2026 • Bitfarms LTD • Finance services • Ontario
1576430 B.C. UNLIMITED LIABILITY COMPANY, an unlimited liability company existing under the laws of the Province of British Columbia
AMENDING AGREEMENT #2Sales Contract • May 19th, 2023 • Bitfarms LTD • Finance services
This amending agreement (the “Second Amending Agreement”) is made as of December 28, 2022 among Bitfarms Ltd., a corporation incorporated under the laws of Ontario (the “Purchaser”) and SuperAcme Technology (Hong Kong) Limited (Company No a company incorporated under the laws of Hong Kong (the “Vendor”, and together with the Purchaser, the “Parties” and each individually a “Party”).
AMENDING AGREEMENTSales Contract • May 19th, 2023 • Bitfarms LTD • Finance services
This amending agreement (the “Amending Agreement”) is made as of August 13, 2022 among Bitfarms Ltd., a corporation incorporated under the laws of Ontario (the “Purchaser”) and SuperAcme Technology (Hong Kong) Limited (Company No.: , a company incorporated under the laws of Hong Kong (the “Vendor”, and together with the Purchaser, the “Parties” and each individually a “Party”).
Dealer Name and Address]Call Option Transaction • October 23rd, 2025 • Bitfarms LTD • Finance services
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and Bitfarms Ltd. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Re: Employment AgreementEmployment Agreement • March 31st, 2026 • Bitfarms LTD • Finance services • Ontario