COMMON STOCK PURCHASE WARRANT STRONGHOLD DIGITAL MINING, INC.Stronghold Digital Mining, Inc. • December 22nd, 2023 • Finance services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd., 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 six months from the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 22, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), up to 2,300,000 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 24th, 2023 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 20, 2023, between Stronghold Digital Mining, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 24th, 2023 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 20, 2023, between Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
STRONGHOLD DIGITAL MINING, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 3rd, 2023 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (“Agreement”) is made as of March 7, 2023, by and between Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), and Thomas Doherty (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2023 • Stronghold Digital Mining, Inc. • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2023, between Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), and Armistice Capital Master Fund Ltd. (including its successors and assigns, the “Purchaser” ).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT STRONGHOLD DIGITAL MINING, INC.Stronghold Digital Mining, Inc. • September 19th, 2022 • Services-computer processing & data preparation
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), up to 2,725,650 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).
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • May 23rd, 2023 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York
Stronghold Digital 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 • January 9th, 2024 • Stronghold Digital Mining, Inc. • Finance services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 22, 2023, between Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2023 • Stronghold Digital Mining, Inc. • Finance services
This Employment Agreement (“Agreement”) is made and entered into by and between Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), and Gregory A. Beard (“Employee”) effective as of September 6, 2023 (the “Effective Date”).
STRONGHOLD DIGITAL MINING, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STRONGHOLD DIGITAL MINING HOLDINGS LLC DATED AS OF March 14, 2022Limited Liability Company Agreement • May 16th, 2022 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • Delaware
THE LIMITED LIABILITY COMPANY INTERESTS IN STRONGHOLD DIGITAL MINING HOLDINGS LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS FOURTH AMEND
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STRONGHOLD DIGITAL MINING HOLDINGS LLC DATED AS OF MARCH 14, 2023Limited Liability Company Agreement • March 8th, 2024 • Stronghold Digital Mining, Inc. • Finance services • Delaware
THE LIMITED LIABILITY COMPANY INTERESTS IN STRONGHOLD DIGITAL MINING HOLDINGS LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS FIFTH AMENDED
AMENDMENT NO. 1 TO AMENDED AND RESTATED 10.0% NOTEStronghold Digital Mining, Inc. • December 21st, 2022 • Services-computer processing & data preparation • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED 10.0% NOTE, dated as of December 15, 2022 (this “Amendment”), is by and between Stronghold Digital Mining, Inc., a Delaware corporation (the “Borrower”), and Adage Capital Partners, LP (the “Holder”). Capitalized terms which are used in this Amendment without definition and which are defined in the Note (as defined below) shall have the same meanings herein as in the Note.
AMENDMENT NO. 2 TO AMENDED AND RESTATED 10.0% NOTEStronghold Digital Mining, Inc. • December 29th, 2022 • Services-computer processing & data preparation • New York
This AMENDMENT NO. 2 TO AMENDED AND RESTATED 10.0% NOTE, as amended, dated as of December 22, 2022 (this “Amendment”), is by and between Stronghold Digital Mining, Inc., a Delaware corporation (the “Borrower”), and Parallaxes Capital Opportunity Fund IV, L.P. (the “Holder”). Capitalized terms which are used in this Amendment without definition and which are defined in the Note (as defined below) shall have the same meanings herein as in the Note.
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTAnd 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2023 • Stronghold Digital Mining, Inc. • Finance services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 13, 2023, by and between Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”) and Adage Capital Partners, LP (the “Investor”).
TAX RECEIVABLE AGREEMENT by and amongTax 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 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 November 5, 2021, by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”) and Panther Creek Reclamation Holdings, LLC (the “Investor”).
FRONTIER MINING MANAGED SERVICES AGREEMENTManaged Services Agreement • October 16th, 2023 • Stronghold Digital Mining, Inc. • Finance services
This Managed Services Agreement (“Agreement”) is effective as October 13, 2023 by and between Frontier Outpost 8, LLC, the (“MSP”), and the owner listed below (“Client”) and Client’s affiliate Stronghold Digital Mining, Inc. collectively known as the “Parties”, for the on-site and remote management and monitoring of Client’s and its affiliates computers and servers (collectively known as “Miner” in the singular and “Miners” in the plural) and the Client and its affiliates Cryptocurrency mining data centers located at 2151 Lisbon Road, Kennerdell, Pennsylvania 16374 and 4 Dennison Road Nesquehoning, Pennsylvania 18240 (each a “Data Center” and collectively, the “Data Centers”) as more specifically set forth in this Agreement and the Exhibits attached hereto.
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • February 16th, 2024 • Stronghold Digital Mining, Inc. • Finance services
This TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is entered into as of February 13, 2024 (the “Effective Date”), by and among Stronghold Digital Mining Holdings, LLC, a Delaware limited liability company, (“Stronghold”), and Olympus Stronghold Services, LLC, a Delaware limited liability company (“Olympus SS”).
SUPPLY AGREEMENT BY AND BETWEEN SCRUBGRASS GENERATING COMPANY, L.P. AND COAL VALLEY PROPERTIES, LLC REFERENCE: SCRUBGRASS SITE CODE 111Supply Agreement • August 31st, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation
THIS Supply Agreement together with the Exhibit(s) (the “Agreement”) is made, entered into and effective as of August 14, 2015 (the “Effective Date”), by and between Scrubgrass Generating Co., L.P. with principal facility at 2151 Lisbon Road, Kennerdell, Pa. 16374 (the “Jobsite”), and it’s permitted assigns (hereinafter, the “Purchaser”) and Coal Valley Properties, LLC. with its principal offices at 111 Freeport Road, Pittsburgh, Pennsylvania 15215 (hereinafter, the “Seller”), for the supply of materials (as hereinafter defined). Purchaser and Seller are also referred to individually as a “Party” and collectively as the “Parties”.
EXCHANGE AGREEMENTExchange Agreement • November 14th, 2023 • Stronghold Digital Mining, Inc. • Finance services • Delaware
This Exchange Agreement (the “Agreement”) executed as of November 13, 2023 by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), and the holder named on the executed signature page hereto (the “Holder”) sets forth the terms and conditions upon which the Company will issue an aggregate of 15,582 shares (the “Shares”) of the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), containing the rights, powers and privileges as set forth on Exhibit A hereto (the “Certificate of Designation”), in exchange for the cancellation of 15,582 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) issued to the Holder (the “Exchanged Equity”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • May 19th, 2022 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”), is made as of May 15, 2022 by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”) and the investors listed on the signature page hereto (each a “Purchaser” and collectively, the “Purchasers”).
CONFIDENTIALITY, INTELLECTUAL PROPERTY, ARBITRATION, NON-COMPETITION AND NON- SOLICITATION AGREEMENTCompetition and Non-Solicitation Agreement • May 16th, 2022 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • New York
As a condition of continued employment with Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”) and the opportunity to earn cash and equity-based compensation provided by the Company, Matthew J. Smith (“Employee”) and the Company hereby agree to the terms of this Confidentiality, Intellectual Property, Arbitration, Non-Competition and Non-Solicitation Agreement (this “Agreement”), dated effective as of April 13, 2022.
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, 2021Equity 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.
COAL VALLEY SALES, LLCStronghold Digital Mining, Inc. • August 31st, 2021 • Services-computer processing & data preparation
Reference is made to that certain Waste Disposal Agreement by and between Scrubgrass Generating Company, L.P. (“Scrubgrass”), and Coal Valley Sales, LLC successor to Coal Valley Sales Corporation (the “Operator” or “Coal Valley”), dated February 12, 2002, as amended (the “Agreement”). Based on our recent discussions and review of estimated remaining reserves at the Renton Pile, Coal Valley will commit additional tonnage from two stockpiles that Coal Valley controls in order to meet the 7.5 Million total tonnage requirement described in Exhibit H to the Agreement under the heading Renton Pile.
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 THREE ASTERISKS [***]. MASTER...Master Equipment Finance Agreement • March 29th, 2022 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation
THIS MASTER EQUIPMENT FINANCE AGREEMENT (this “Master Agreement”) is dated as of December 15, 2021, by and between STRONGHOLD DIGITAL MINING BT, LLC, a Delaware limited liability company with an address of 2151 Lisbon Road, Kennerdell, PA 16374 (“Borrower”), and NYDIG ABL LLC, a Delaware limited liability company with an address of 510 Madison Avenue, 21st Floor New York, NY 10022 (“Lender”).
TRANSITION AND SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSConfirming Release Agreement • May 16th, 2022 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation
This TRANSITION AND SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (this “Agreement”) is entered into as of April 14, 2022 (the “Effective Date”) by and between Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), and Ricardo R.A. Larroudé (“Employee”). Q Power LLC, a Delaware limited liability company ( “Q Power”) enters into this Agreement for the limited purposes of agreeing to Sections 3 and 10 below. Gregory A. Beard, in his personal capacity (“Beard”) enters into this Agreement for the limited purposes of agreeing to Sections 5(b), 10 and 19 below. Employee and the Company are each referred to herein individually as a “Party” and collectively as the “Parties.”
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 16th, 2024 • Stronghold Digital Mining, Inc. • Finance services • New York
This Third Amendment to the Credit Agreement (defined below) (this “Third Amendment”) is entered into as of February 15, 2024, by and among Stronghold Digital Mining, Inc., a Delaware corporation (“Holdings”), Stronghold Digital Mining Holdings, LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Borrower listed as a “Guarantor” on the signature pages hereto (together with Holdings, each a “Guarantor” and collectively, the “Guarantors”), the Lenders (as defined below) party hereto, Whitehawk Capital Partners LP (“Whitehawk Capital”), as collateral agent for the Lenders (in such capacity, together with its designees, successors and assigns, the “Collateral Agent”) and Whitehawk Capital, as administrative agent for the Lenders (in such capacity, together with its designees, successors and assigns, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”)and the Lenders (as defined below) party hereto.
MASTER EQUIPMENT FINANCE AGREEMENTMaster Equipment Finance Agreement • August 31st, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation
THIS MASTER EQUIPMENT FINANCE AGREEMENT (this “Master Agreement”) is dated as of June 25, 2021, between STRONGHOLD DIGITAL MINING LLC, a Delaware limited liability company with an address of 2151 Lisbon Road, Kennerdell, PA 16374 (“Borrower”), and ARCTOS CREDIT, LLC, a Delaware limited liability company with an address of 2443 Fillmore Street #406, San Francisco, CA 94115 (“Lender”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
JOINDER TO TAX RECEIVABLE AGREEMENTTax Receivable Agreement • April 3rd, 2023 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • Delaware
This JOINDER AGREEMENT (this “Joinder”), dated as of March 14, 2023, effective as of November 9, 2022 is delivered pursuant to the terms of Section 7.6(a)(i) of the Tax Receivable Agreement, dated as of April 1, 2021 (the “Tax Receivable Agreement”) by and among Stronghold Digital Mining, Inc. (“SDIG”), Q Power LLC, and Gregory A. Beard as the Agent, in connection with the transfer of 1,000,000 Common Units on November 9, 2022 in accordance with the terms of the Fourth Amended and Restated Limited Liability Company Agreement of Stronghold Digital Mining Holdings, LLC by Q Power LLC (“Assignor”) to William Spence (“Assignee”) and Assignor’s assignment to Assignee of Assignor’s rights under the Tax Receivable Agreement with respect to such transferred Common Units. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Tax Receivable Agreement.
FINANCING AGREEMENTFinancing Agreement • August 31st, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation
THIS Financing Agreement (this “Financing Agreement”) is dated as of June 30, 2021, between Stronghold Digital Mining Equipment, LLC, a Delaware limited liability company with an address of 2151 Lisbon Road, Kennerdell, PA 16374 (“Borrower”), and WhiteHawk Finance LLC, a Delaware limited liability company with an address of 11601 Wilshire Boulevard, Suite 1250, Los Angeles, CA 90025 (“Lender”).
AMENDMENT TO EQUITY CAPITAL CONTRIBUTION AGREEMENTEquity Capital Contribution Agreement • November 8th, 2021 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation
This AMENDMENT TO EQUITY CAPITAL CONTRIBUTION AGREEMENT (this “Amendment”), dated as of October 29, 2021, is entered into by and between 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 may be referred to collectively as the “Parties” or individually as a “Party”. Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the ECCA (as hereinafter defined).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 22nd, 2022 • Stronghold Digital Mining, Inc. • Services-computer processing & data preparation • Delaware
This Asset Purchase Agreement (this “Agreement”) is made and entered into on this 16th day of August, 2022 (the “Signing Date”) by and among Stronghold Digital Mining LLC, a Delaware limited liability company (“SD Mining”), Stronghold Digital Mining BT, LLC, a Delaware limited liability company (“SD Mining BT”, and together with SD Mining, the “Sellers”), NYDIG ABL LLC, a Delaware limited liability company formerly known as Arctos Credit, LLC (“NYDIG”), The Provident Bank, a Massachusetts savings bank (“BankProv” and together with NYDIG, “Purchasers” and each, a “Purchaser” and together with each Purchaser’s successor, assign and designee, the “Designated Purchaser”), Stronghold Digital Mining, Inc., a Delaware corporation (“Sellers’ Parent”), and Stronghold Digital Mining Holdings, LLC, a Delaware limited liability company (“OpCo” and together with the Sellers and Sellers’ Parent, the “Seller Parties” and each, a “Seller Party”). Each of the Seller Parties and the Purchasers may be re
