INDEMNITY AGREEMENTIndemnity Agreement • October 9th, 2020 • Good Works Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _______, 2020, by and between Good Works Acquisition Corp., a Delaware corporation (the “Company”), and _________ (“Indemnitee”).
15,000,000 Units Good Works Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 2020 • Good Works Acquisition Corp. • Blank checks • New York
The undersigned, Good Works Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (hereinafter referred to as “you”, “I-Bankers”, or the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENT between GOOD WORKS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 28th, 2020 • Good Works Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 19, 2020, is by and between Good Works Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 28th, 2020 • Good Works Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 19, 2020 by and between Good Works Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Good Works Acquisition Corp. Houston, TX 77027 Re: Initial Public Offering Gentlemen:Letter Agreement • October 28th, 2020 • Good Works Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Good Works Acquisition Corp., a Delaware corporation (the “Company”) and I-Bankers Securities, Inc. (“I-Bankers”) as representative of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 9th, 2020 • Good Works Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Good Works Acquisition Corp., a Delaware corporation (the “Company”), I-B Good Works, LLC, a Delaware limited liability company (the “Sponsor”), GW Sponsor 2, LLC, and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • June 15th, 2021 • Good Works Acquisition Corp. • Services-computer processing & data preparation • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [ 🌑 ], 2021 by and between Cipher Mining Inc., a Delaware corporation (the “Company”), and [ 🌑 ], [a member of the board of directors]/[an executive officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
AT THE MARKET OFFERING AGREEMENT September 21, 2022Market Offering Agreement • September 21st, 2022 • Cipher Mining Inc. • Services-computer processing & data preparation • New York
Cipher Mining Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2020 • Good Works Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 19, 2020, is made and entered into by and among Good Works Acquisition Corp., a Delaware corporation (the “Company”), I-B Good Works, LLC, a Delaware limited liability company (the “Sponsor”), GW Sponsor 2, LLC, and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • August 31st, 2021 • Cipher Mining Inc. • Services-computer processing & data preparation • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 27th day of August, 2021, by and among Good Works Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned, Bitfury Top Holdco B.V. (“Subscriber” or “Bitfury”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
I-Bankers Securities, Inc. Suite 423 New York, New York 10017Good Works Acquisition Corp. • October 28th, 2020 • Blank checks • New York
This is to confirm our agreement whereby Good Works Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to serve as the Company’s advisor in connection with the Company acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (each a “Target”) (in each case, a “Business Combination”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-248333 filed with the U.S. Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2021 • Good Works Acquisition Corp. • Services-computer processing & data preparation • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of May 11, 2021 (the “Effective Date”), is entered into by and between Cipher Mining Technologies Inc. (together with its subsidiaries and affiliates, the “Company”) and William Iwaschuk (the “Executive”).
CIPHER MINING INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementCipher Mining Inc. • August 4th, 2023 • Finance services • New York
Cipher Mining Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co., Canaccord Genuity LLC, Compass Point Research & Trading, LLC and Needham & Company, LLC (each individually an “Agent” and together, the “Agents”), as follows:
NON-FIXED PRICE SALES AND PURCHASE AGREEMENT BETWEEN Bitmain Technologies Limited (“Bitmain”) AND Cipher Mining Technologies Inc. (“Purchaser”)Sales and Purchase Agreement • September 2nd, 2021 • Cipher Mining Inc. • Services-computer processing & data preparation
This non-fixed price sales and purchase agreement (this “Agreement”) is made on 20 Aug 2021 by and between Bitmain Technologies Limited (“Bitmain”) (Company number: REDACTED), with its registered office at Unit A1 of Unit A, 11th Floor, Success Commercial Building, 245-251 Hennessy Road, Hong Kong, and Cipher Mining Technologies Inc., a Delaware corporation (the “Purchaser”) with its principal place of business at 222 Purchase Street, #290, Rye, New York, USA, 10580.
OBSERVER AGREEMENTObserver Agreement • April 14th, 2022 • Cipher Mining Inc. • Services-computer processing & data preparation • Delaware
This OBSERVER AGREEMENT, dated as of April 8, 2022 (this “Agreement”), is entered into by and among (a) Bitfury Holding B.V., a private company with limited liability (besloten vennootschap) incorporated under the laws of The Netherlands (“Bitfury Holding”), (b) Bitfury Top HoldCo B.V., a private company with limited liability (besloten vennootschap) incorporated under the laws of The Netherlands (“Bitfury HoldCo” and together with Bitfury Holding, the “Investors”), and (c) Cipher Mining Inc., a Delaware corporation (the “Company”). The Investors, the Company and the Observer (defined below) are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 9th, 2020 • Good Works Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of _______ __, 2020 between Good Works Acquisition Corp., a Delaware corporation (the “Company”) and each of the parties listed on Annex I hereto (each, a “Purchaser”, and together, the “Purchasers”).
LOCK-UP AGREEMENTLock-Up Agreement • August 31st, 2021 • Cipher Mining Inc. • Services-computer processing & data preparation • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 26, 2021 between Bitfury Top HoldCo B.V., a private company with limited liability (besloten vennootschap) incorporated under the laws of The Netherlands (the “Stockholder”) and Good Works Acquisition Corp., a Delaware corporation (“Acquiror”). The Stockholder and the Acquiror are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Re: Proposal for agreement on power purchase agreement.Good Works Acquisition Corp. • May 14th, 2021 • Services-computer processing & data preparation
This term sheet (the “Term Sheet”) shall provide the basic terms and conditions of a Power Purchase Agreement (the “PPA”) to be entered into between Bitfury Holding B.V., whose registered office is located at Strawinskylaan 3051, 1077ZX Amsterdam, the Netherlands and its affiliates and Luminant ET Services Company LLC for the sale of full requirements retail power under the terms and conditions of a potential PPA.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • July 9th, 2021 • Good Works Acquisition Corp. • Services-computer processing & data preparation
THIS FIRST AMENDMENT, dated July 9, 2021 (this “Amendment”), amends that certain Lease Agreement dated June 29, 2021 and effective on the Effective Date (as defined below) (the “Lease”), by and among [***], a Delaware limited liability company (the “Landlord”) and Cipher Mining Technologies Inc., a Delaware corporation (the “Tenant”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Lease.
CIPHER MINING INC. Shares of Common Stock (par value $0.001 per share) AMENDMENT NO. 1 TO CONTROLLED EQUITY OFFERINGSM SALES AGREEMENTCipher Mining Inc. • March 6th, 2024 • Finance services • New York
ContractLease Agreement • July 9th, 2021 • Good Works Acquisition Corp. • Services-computer processing & data preparation
*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.
TERM SHEET FOR BITCOIN MINING HOSTING AGREEMENT WITH A TURNKEY INFRASTRUCTURE.Good Works Acquisition Corp. • March 19th, 2021 • Blank checks • New York
This Term Sheet, dated as of February 3, 2021 (the “Term Sheet”), entered into by and among Cipher Mining Technologies Inc., a Delaware corporation (“Cipher”), which is an affiliate of Bitfury Holding B.V., whose registered office is located at Strawinskylaan 3051, 1077ZX Amsterdam, the Netherlands or its affiliates and assignees (“Bitfury” or “BF”), BitFury, and 500 N 4th Street LLC, a Delaware limited liability company (“Standard Power” and together with Cipher and BF being each a “Party” and collectively the “Parties”) shall provide the basic terms and conditions of a Hosting Agreement (the “Hosting Agreement”) to be entered into between Cipher and Standard Power for the hosting of bitcoin miners provided by Cipher at facilities owned or leased by Standard Power (each a “Facility” and collectively the “Facilities”). This Term Sheet is subject in all matters to the negotiation and entry of legally binding agreements (the “Binding Agreements”), which shall include the Hosting Agreemen
Certain information marked as [****] has been excluded from this exhibit because it is both (i) not material and (ii) the type that the Registrant treats as private or confidential. Framework Agreement on Supply of Blockchain Servers between SuperAcme...Framework Agreement • September 10th, 2021 • Cipher Mining Inc. • Services-computer processing & data preparation • Hong Kong
This Framework Agreement on Supply of Blockchain Servers (this “Agreement”) is made and entered into on September 2, 2021 (the “Effective Date”) by and among:
Cipher Mining Technologies Inc. (“Cipher”)Good Works Acquisition Corp. • May 14th, 2021 • Services-computer processing & data preparation
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF a Delaware Limited Liability Company Effective as of [ ]Limited Liability Company Agreement • March 4th, 2022 • Cipher Mining Inc. • Services-computer processing & data preparation • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of [ ] LLC, a Delaware limited liability company (the “Company”), is made and entered into as of [ ] (the “Effective Date”) by and among the Company and the undersigned members of the Company.
MASTER SERVICES AND SUPPLY AGREEMENT BY AND BETWEEN: BITFURY TOP HOLDCO B.V. And CIPHER MINING TECHNOLOGIES INC. Dated August 26, 2021Master Services and Supply Agreement • August 31st, 2021 • Cipher Mining Inc. • Services-computer processing & data preparation • New York
This Master Services and Supply Agreement (the “Agreement”) dated August 26, 2021 (“Effective Date”) is concluded between Cipher Mining Technologies Inc., a corporation incorporated and registered under the laws of Delaware, with its principal place of business at 1013 Centre RD STE 403-b Wilmington, DE 198058 USA (“Customer”) and Bitfury Top HoldCo B.V., a Netherlands company with its address at Strawinskylaan 3051, 1077ZX Amsterdam, the Netherlands (“Provider”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • August 29th, 2023 • Cipher Mining Inc. • Finance services
THIS SECOND AMENDMENT dated August 23, 2023 (this “Amendment”), amends that certain Lease Agreement dated June 28, 2021, as amended on July 8, 2021 (the “Lease”), by and among [***], a Delaware limited liability company and Cipher Mining Technologies Inc., a Delaware corporation. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Lease.
THIRD AMENDMENT TO POWER PURCHASE AGREEMENTPower Purchase Agreement • September 1st, 2022 • Cipher Mining Inc. • Services-computer processing & data preparation • Texas
THIS THIRD AMENDMENT dated August 26, 2022 (this “Amendment”), amends that certain Power Purchase Agreement dated June 23, 2021, as amended (the “PPA”), by and among Luminant ET Services Company LLC, a Texas limited liability company (the “Seller”) and Cipher Mining Technologies Inc., a Delaware corporation (the “Buyer”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the PPA.
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.Hosting Agreement • May 14th, 2021 • Good Works Acquisition Corp. • Services-computer processing & data preparation • New York
This AMENDED AND RESTATED HOSTING AGREEMENT (this “Agreement”), effective as of May 12, 2021 (the “Agreement Date”), is entered into by and between Cipher Mining Technologies Inc., a Delaware corporation (“Cipher”), and 500 N 4th Street LLC, a Delaware limited liability company (“Standard Power” and together, the “Parties”).
SECOND AMENDMENT TO POWER PURCHASE AGREEMENTPower Purchase Agreement • March 4th, 2022 • Cipher Mining Inc. • Services-computer processing & data preparation
THIS SECOND AMENDMENT dated February 28, 2022 (this “Amendment”), amends that certain Power Purchase Agreement dated June 23, 2021, as amended (the “PPA”), by and among Luminant ET Services Company LLC, a Texas limited liability company (the “Seller”) and Cipher Mining Technologies Inc., a Delaware corporation (the “Buyer”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the PPA.
FIRST AMENDMENT TO POWER PURCHASE AGREEMENTPower Purchase Agreement • July 9th, 2021 • Good Works Acquisition Corp. • Services-computer processing & data preparation
THIS FIRST AMENDMENT, dated July 9, 2021 (this “Amendment”), amends that certain Power Purchase Agreement dated June 23, 2021 (the “PPA”), by and among Luminant ET Services Company LLC, a Texas limited liability company (the “Seller”) and Cipher Mining Technologies Inc., a Delaware corporation (the “Buyer”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the PPA.
FRAMEWORK AGREEMENTFramework Agreement • June 15th, 2021 • Good Works Acquisition Corp. • Services-computer processing & data preparation • Delaware
This Framework Agreement (this “Agreement”) is made and entered into as of June 10, 2021, by and among WindHQ LLC, a Delaware limited liability company (“WindHQ”), and Cipher Mining Technologies Inc., a Delaware corporation (“Cipher”). Each of WindHQ and Cipher are referred to herein as a “Party” and collectively as the “Parties.”
POWER PURCHASE AGREEMENT BETWEEN LUMINANT ET SERVICES COMPANY LLC AND CIPHER MINING TECHNOLOGIES INC.Power Purchase Agreement • July 9th, 2021 • Good Works Acquisition Corp. • Services-computer processing & data preparation • Texas
This POWER PURCHASE AGREEMENT (this “PPA”) is entered into this 23rd day of June, 2021 (“Effective Date”), by and between (i) Luminant ET Services Company LLC (“Seller”), a Texas limited liability company, and (ii) Cipher Mining Technologies Inc. (“Buyer”), a Delaware corporation. Seller and Buyer are hereinafter referred to individually as a “Party” and collectively as the “Parties”.
Supplementary Agreement on Contract No.SFA-20210901-M30-101Supplementary Agreement • November 8th, 2022 • Cipher Mining Inc. • Services-computer processing & data preparation
Super Acme Technology (Hong Kong) Limited (company No. of 2676338), a business company incorporated under the laws of Hong Kong and having its registered office at FLAT/RM A 12/F KIU FU COMM BLDG 300 LOCKHART RD WAN CHAI HONGKONG (“the Seller” or “Party A” ); and
PRE-ORDER PURCHASE ORDER No CFR21-001 DATED 11 OCTOBER 2021Cipher Mining Inc. • October 13th, 2021 • Services-computer processing & data preparation • New York
This Order Confirmation is entered between Bitfury Top HoldCo B.V., a Netherlands company with its address at Strawinskylaan 3051, 1077ZX Amsterdam, the Netherlands (“Bitfury”); and Cipher Mining Technologies Inc., a Delaware corporation, with its principal place of business at 222 Purchase Street, #290, Rye, NY, 10580 USA (the “Customer”), pursuant to the Pre-Order CFR (the “Pre-Order”) to confirm certain terms and conditions related to Purchase Quantity, Purchase Price and Delivery Terms for the Equipment that is the subject of the Pre-Order. Capitalized terms used herein but not defined below shall have the meanings given to them in the Pre-Order.
