Bitmine Immersion Technologies, Inc. Sample Contracts
UNDERWRITING AGREEMENT between BITMINE IMMERSION TECHNOLOGIES, INC. and THINKEQUITY LLC as Representative of the Several Underwriters BITMINE IMMERSION TECHNOLOGIES, INC.Underwriting Agreement • June 10th, 2025 • Bitmine Immersion Technologies, Inc. • Finance services • New York
The undersigned, Bitmine Immersion Technologies, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Bitmine Immersion Technologies, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 3rd, 2025 • Bitmine Immersion Technologies, Inc. • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2025, between Bitmine Immersion Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Form of Representative’s Warrant AgreementWarrant Agreement • June 10th, 2025 • Bitmine Immersion Technologies, Inc. • Finance services
THIS WARRANT TO PURCHASE COMMON STOCK (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 December 1, 2025, (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) June 4, 2030, the date that is five (5) years following the date of the Commencement of Sales (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bitmine Immersion Technologies, Inc, a Delaware corporation (the “Company”), up to _________ shares of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock and such shares of Common Stock issuable upon exercise of this Warrant, the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price,
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT BITMINE IMMERSION TECHNOLOGIES, INC.Security Agreement • July 3rd, 2025 • Bitmine Immersion Technologies, Inc. • Finance services • New York
THIS PRE-FUNDED 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”) until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Bitmine Immersion Technologies, Inc., a Delaware corporation (the “Company”), up to [ ] shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractWarrant Agreement • July 27th, 2021 • Sandy Springs Holdings, Inc. • Blank checks
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("FEDERAL ACT") OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS CONTAINED THEREIN, AND IN PARTICULAR PARAGRAPH (13) OF SECTION 10-5-9 OF THE GEORGIA SECURITIES LAW. THIS WARRANT AND ANY SHARES ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE FEDERAL ACT AND APPLICABLE STATE SECURITIES LAWS OR THE COMPANY IS SATISFIED THAT SUCH REGISTRATION IS NOT REQUIRED.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • September 9th, 2021 • Bitmine Immersion Technologies, Inc. • Blank checks • California
WARRANT AGENT AGREEMENT, dated as of July 18th, 2021 (“Agreement”), between BitMine Immersion Technologies, Inc., f/k/a Sandy Springs Holdings, Inc. a corporation organized under the laws of the State of Delaware (the “Company”), and West Coast Stock Transfer, Inc. (the “Warrant Agent”), with respect to the Class A Warrants and the Class B Warrants to be issued by the Company (collectively, the “Warrants”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2025 • Bitmine Immersion Technologies, Inc. • Finance services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2025, between Bitmine Immersion Technologies, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
Executive Employment AgreementExecutive Employment Agreement • September 4th, 2025 • Bitmine Immersion Technologies, Inc. • Finance services • California
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 1, 2025 (the “Effective Date”), by and between BitMine Immersion Technologies, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Erik Nelson (“Executive”).
Amended and Restated Line of Credit AgreementLine of Credit Agreement • December 14th, 2023 • Bitmine Immersion Technologies, Inc. • Finance services
This AMENDED AND RESTATED LINE OF CREDIT AGREEMENT (the “Agreement”) is entered into on this 11th day of May, 202, by and between Innovative Digital Investors, LLC., a limited liability company, on behalf of Innovative Digital Investors Emerging Technology LP, whose address is 10845 Griffith Peak Drive #2, Las Vegas, NV 89135 ("Creditor" or ”IDI”) and BitMine lmmersion Technologies, Inc., a Delaware Corporation, whose principal address is 2030 Powers Ferry Road SE, Suite 212, Atlanta, GA. 30339 (the "Company" or "BitMine"), collectively referred to as the "Parties." This Agreement amends and restates that Line of Credit agreement originally entered into on October 19, 2022.
Amended Line of Credit AgreementLine of Credit Agreement • October 29th, 2021 • Bitmine Immersion Technologies, Inc. • Blank checks
This AMENDED LINE OF CREDIT AGREEMENT is entered into on this 29th day of September, 2021, by and between Innovative Digital Investors, LLC. a limited liability company, whose address is 1240 Rosecrans Avenue, Suite # 120, Manhattan Beach, CA. 90266 (“Creditor” or “IDI”) and BitMine ImmersionTechnologies, Inc., a Delaware Corporation, whose principal address is 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339, (the “Company” or “BitMine”), collectively referred to as the “Parties;”; and amend and replace the Line of Credit agreement dated August 3, 2021.
CONSULTING AGREEMENTConsulting Agreement • July 9th, 2025 • Bitmine Immersion Technologies, Inc. • Finance services • New York
This CONSULTING AGREEMENT (this “Agreement”), effective as of the final closing of the Capital Raise (as defined below) (the “Effective Date”), is entered into by and between BitMine Immersion Technologies, Inc. (the “Client” or the “Company”) and Ethereum Tower LLC (the “Consultant” and, with the Client, the “Parties”).
Machine Lease AgreementMachine Lease Agreement • May 27th, 2025 • Bitmine Immersion Technologies, Inc. • Finance services • Delaware
This Machine Lease Agreement ("Agreement") is made effective as of May 16, 2025 ("Effective Date"), by and between Bitmine Immersion Technologies, Inc., a Delaware corporation (“BitMine”, "Lessor") and KULR Technology Group, Inc., a Delaware corporation (“KULR”, “Lessee”). Lessor and Lessee are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • October 19th, 2022 • Bitmine Immersion Technologies, Inc. • Finance services • Georgia
THIS SECURITY AGREEMENT (“Security Agreement”), made as of October 13, 2022, by and between ROC DIGITAL MINING I LLC, a Delaware limited liability company (“Debtor”) promises to pay to the order of BITMINE IMMERSION TECHNOLOGIES, INC., a Delaware corporation (“Secured Party”).
LUXOR PHYSICALLY BACKED FORWARD - MASTER AGREEMENTMaster Agreement • December 14th, 2023 • Bitmine Immersion Technologies, Inc. • Finance services • New York
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Luxor Physically Backed Forward Master Agreement, which includes documents confirming evidence (each a “Forward Contract”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions.
ASSIGNMENT OF INTEREST IN LOANAssignment of Interest in Loan • June 10th, 2025 • Bitmine Immersion Technologies, Inc. • Finance services
This ASSIGNMENT OF INTEREST IN LOAN (“Assignment”) is made as of January 28, 2025 (the “Effective Date”), by and between Bitmine Immersion Technologies, Inc., a Delaware corporation (“Assignor”) and Innovative Digital Investors Emerging Technology, LP, a Delaware limited partnership (“Assignee”). For convenience purposes, Assignor or Assignee may individually be referred to herein as a “Party” or collectively as the “Parties.” All capitalized terms used herein without being defined herein shall have the meanings assigned in the Letter Agreement as defined below.
OPEN MARKET SHARE REPURCHASE AGREEMENTOpen Market Share Repurchase Agreement • July 29th, 2025 • Bitmine Immersion Technologies, Inc. • Finance services
This OPEN MARKET SHARE REPURCHASE AGREEMENT (the “Agreement”) is made and entered into as of July 28, 2025 by and between CANTOR FITZGERALD & CO. (“Broker”) and Bitmine Immersion Technologies, Inc. (the “Company”).
SEPARATION AGREEMENT and General REleaseSeparation Agreement • December 15th, 2025 • Bitmine Immersion Technologies, Inc. • Finance services • California
This SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”), dated as of December 11, 2025, is by and between Bitmine Immersion Technologies, Inc. (the “Company”) and Raymond Mow (“Executive”).
Co-Location Services AgreementCo-Location Services Agreement • January 21st, 2025 • Bitmine Immersion Technologies, Inc. • Finance services
This Co-Location Services Agreement (the “Agreement”) is made and entered into as of December 2, 2024 (the “Effective Date”), by and between BitMine Immersion Technologies, Inc. (“you”, “your” or “Customer”), and DVSL ComputeCo, LLC (“Host”), and contains the terms and conditions under which Host will provide, and you will pay for providing dedicated space, housing, powering, connecting, facility monitoring, and servicing specialized computer equipment dedicated to mining cryptocurrency (collectively, “Services”), as further described herein. You and Host may be referred to collectively as the “Parties” or individually as a “Party”.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION INTO HOLDING COMPANY STRUCTUREMerger Agreement • October 27th, 2020 • Sandy Springs Holdings, Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION INTO HOLDING COMPANY STRUCTURE (this “Agreement”), is between RESS Merger Corp., a Delaware corporation (“RESSMC”), and RESS of Delaware, Inc. (“OPSCO”), a Delaware corporation that is a wholly-owned subsidiary of RESS Merger Corp., as constituent corporations, and Sandy Springs Holdings, Inc., (“Hold Co.”) a Delaware corporation that is another wholly-owned subsidiary of RESSMC, joins this Agreement, but Hold Co. is not a “constituent corporation.”
EXHIBIT BUnit Lien Agreement • December 14th, 2023 • Bitmine Immersion Technologies, Inc. • Finance services • New York
This UNIT LIEN AGREEMENT dated as of 10/4/2023 (this “Agreement”), made by and among: Luxor Technology Corporation, as the Buyer (as defined in the Luxor Physically Backed Forward Master Agreement); BitMine Immersion Technologies, Inc. as the Seller (as defined in the Luxor Physically Backed Forward Master Agreement); together with any successors and/or assigns of the Buyer or the Seller.
Employment AgreementEmployment Agreement • September 9th, 2021 • Bitmine Immersion Technologies, Inc. • Blank checks • Georgia
THIS AGREEMENT is made and entered into this 19th day of July, 2021 (the "Effective Date") between Sandy Springs Holdings, Inc., a Delaware corporation (the “Company”), and Ryan Ramnath (“Employee”).
AGREEMENT OF AMENDMENT OF LINE OF CREDIT AGREEMENT BETWEEN BITMINE IMMERSION TECHNOLOGIES, INC. AND INNOVATIVE DIGITAL INVESTORS EMERGING TECHNOLOGY, L.P.Line of Credit Agreement • May 27th, 2025 • Bitmine Immersion Technologies, Inc. • Finance services
THIS AGREEMENT (the “Amendment”) is made and entered into by and between Bitmine Immersion Technologies, Inc., a Delaware corporation (“Bitmine”), and Innovative Digital Investors Emerging Technology, L.P., a Delaware limited partnership (“IDI”) on May 21, 2025. Bitmine and IDI may also be referred to as a “Party” and collectively as the “Parties.”
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ROC DIGITAL MINING I LLC A DELAWARE LIMITED LIABILITY COMPANY July 27, 2022Operating Agreement • October 19th, 2022 • Bitmine Immersion Technologies, Inc. • Finance services • Delaware
This Limited Liability Company Operating Agreement (as the same may be amended from time to time, the “Agreement”) of Roc Digital Mining I LLC, a Delaware limited liability company (the “Company”), is entered into as of July 27, 2022, by and among the Company and the parties listed on Exhibit A hereto, and each person who hereafter executes a joinder to this Agreement on the form attached hereto as Exhibit B. The parties listed on Exhibit A, as the same may be amended from time to time in accordance with the provisions of this Agreement, are individually referred to as a “Member” and collectively as the “Members.”
SEPARATION AGREEMENT and General REleaseSeparation Agreement • January 28th, 2026 • Bitmine Immersion Technologies, Inc. • Finance services • California
This SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”), dated as of January 22, 2026, is by and between Bitmine Immersion Technologies, Inc. (the “Company”) and Erik Nelson (“Executive”).
CONSULTING AND SERVICES AGREEMENTConsulting and Services Agreement • May 27th, 2025 • Bitmine Immersion Technologies, Inc. • Finance services • Nevada
THIS CONSULTING AND SERVICES AGREEMENT (the “Agreement”), made and entered into as of May 16, 2025 (hereinafter referred to as the “Agreement Date”), by and between KULR Technologies, Inc., a Delaware corporation (“Client”), and Bitmine Immersion Technologies, Inc., a Delaware corporation (“Consultant”).
UNIT LIEN AGREEMENTUnit Lien Agreement • December 9th, 2024 • Bitmine Immersion Technologies, Inc. • Finance services • New York
This UNIT LIEN AGREEMENT dated as of 11/14/2024 (this “Agreement”), made by and among: Luxor Technology Corporation, as the Buyer (as defined in the Luxor Physically Backed Forward Master Agreement); BitMine Immersion Technologies, Inc. as the Seller (as defined in the Luxor Physically Backed Forward Master Agreement); together with any successors and/or assigns of the Buyer or the Seller.
COMMON STOCK PURCHASE WARRANT BITMINE IMMERSION TECHNOLOGIES, INC.Common Stock Purchase Warrant • July 9th, 2025 • Bitmine Immersion Technologies, Inc. • Finance services
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 the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bitmine Immersion Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “Common Stock,” and such shares of Common Stock underlying this Warrant, subject to adjustment hereunder, the “Warrant Shares”) of the Company. 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).
MASTER HASHRATE PURCHASE AND SALE AGREEMENTMaster Hashrate Purchase and Sale Agreement • May 27th, 2025 • Bitmine Immersion Technologies, Inc. • Finance services • Delaware
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Hashrate Purchase and Sale Agreement (the “Master Agreement”). Each Transaction will be evidenced by an agreement executed between Seller and Purchaser in the form attached hereto as Exhibit A (each a “Confirmation”). This Master Agreement and each Confirmation are collectively referred to as the “Agreement”. Seller and Purchaser are each referred to in this Confirmation individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • January 9th, 2026 • Bitmine Immersion Technologies, Inc. • Finance services
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 7, 2026, effective as of January 1, 2026 (the “Effective Date”) by and between Young Kim (“Executive”) and Bitmine Immersion Technologies, Inc. (the “Company”).
MASTER HASHRATE PURCHASE AND SALE AGREEMENTMaster Hashrate Purchase and Sale Agreement • December 9th, 2024 • Bitmine Immersion Technologies, Inc. • Finance services • Delaware
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Hashrate Purchase and Sale Agreement (the “Master Agreement”). Each Transaction will be evidenced by an agreement executed between Seller and Purchaser in the form attached hereto as Exhibit A (each a “Confirmation”). This Master Agreement and each Confirmation are collectively referred to as the “Agreement”. Seller and Purchaser are each referred to in this Confirmation individually as a “Party” and collectively as the “Parties.”
TRANSFER, BILL OF SALE AND ASSIGNMENTBill of Sale • October 19th, 2022 • Bitmine Immersion Technologies, Inc. • Finance services
THIS TRANSFER, BILL OF SALE AND ASSIGNMENT (the “Agreement”) is executed as of the date set forth below by BITMINE IMMERSION TECHNOLOGIES, INC., a Delaware corporation (“Grantor”) to evidence and effectuate the transfer and assignment of the personal property described herein to ROC DIGITAL MINING I LLC, a Delaware limited liability company (“Grantee”), for which the Grantee have paid $10.00 cash, and other good and valuable consideration to Grantor.
SHARE PURCHASE AGREEMENT BY AND AMONG BITMINE IMMERSION TECHNOLOGIES, INC., STANDARD VALIDATOR LLC, PIER TWO HOLDINGS PTY LTD, THE SELLERS LISTED ON ANNEX A THE PREFERENCE SELLERS LISTED ON ANNEX B AND PATRICK MCNAB, AS THE SELLERS’ REPRESENTATIVE,...Share Purchase Agreement • March 30th, 2026 • Bitmine Immersion Technologies, Inc. • Finance services • Delaware
This Share Purchase Agreement (this “Agreement”) is entered into as of March 24, 2026 by and among Bitmine Immersion Technologies, Inc., a Delaware corporation (“Parent”), Standard Validator LLC, a Delaware limited liability company and a 98% owned Subsidiary of Parent (“Buyer”), Pier Two Holdings Pty Ltd, an Australian proprietary company limited by shares (the “Company”), each of the Persons listed on Annex A attached hereto (each, a “Seller” and collectively, the “Sellers”), each of the Persons listed on Annex B attached hereto (each a “Preference Seller” and collectively, the “Preference Sellers”), and Patrick McNab, solely in his capacity as the Sellers’ Representative. Parent, Buyer, the Company, the Sellers, the Preference Sellers and the Sellers’ Representative are referred to sometimes individually as a “Party” and, collectively herein as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings set forth on Appendix A attached hereto.
BITMINE IMMERSION TECHNOLOGIES, INC. 3,500,000 SHARES OF 9.50% SERIES A PERPETUAL PREFERRED STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • June 5th, 2026 • Bitmine Immersion Technologies, Inc. • Finance services • New York
PROMISSORY NOTEPromissory Note • June 10th, 2025 • Bitmine Immersion Technologies, Inc. • Finance services • California
COMMON STOCK PURCHASE WARRANT BITMINE IMMERSION TECHNOLOGIES, INC.Common Stock Purchase Warrant • July 3rd, 2025 • Bitmine Immersion Technologies, Inc. • Finance services • New York
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (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 prior to 5:00 p.m. (New York City time) on July 3, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bitmine Immersion Technologies, Inc., a Delaware corporation (the “Company”), up to [______] shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). 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). This Warrant was issued pursuant to Section 2 of that certain Placement Agency Agreement, dated as of June 27, 2025, by and between the Company and the