COMMON STOCK PURCHASE WARRANT Agora Digital Holdings, inc.Agora Digital Holdings, Inc. • November 19th, 2021 • Services-computer processing & data preparation • New York
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 “Termination Date”) but not thereafter, to subscribe for and purchase from Agora Digital Holdings, Inc., a Nevada corporation (the “Company”), up to ______ 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right
Agora Digital Holdings, Inc. and Philadelphia Stock Transfer Inc. as Warrant Agent Warrant Agency Agreement Dated as of ___________, 202__ WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 10th, 2022 • Agora Digital Holdings, Inc. • Services-computer processing & data preparation • New York
WARRANT AGENCY AGREEMENT, dated as of __________, 202__ (“Agreement”), by and between Agora Digital Holdings, Inc., a Nevada corporation (the “Company”), and Philadelphia Stock Transfer Inc., a ________ corporation (“PST” or the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2022 • Agora Digital Holdings, Inc. • Services-computer processing & data preparation • New York
The undersigned, Agora Digital Holdings, Inc. a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Agora Digital Holdings, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
COMMON STOCK PURCHASE WARRANT Agora Digital Holdings, inc.Agora Digital Holdings, Inc. • March 9th, 2022 • Services-computer processing & data preparation • New York
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 “Termination Date”) but not thereafter, to subscribe for and purchase from Agora Digital Holdings, Inc., a Nevada corporation (the “Company”), up to ______ 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right
UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2021 • Agora Digital Holdings, Inc. • Services-computer processing & data preparation • New York
The undersigned, Agora Digital Holdings, Inc. a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Agora Digital Holdings, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2021 • Agora Digital Holdings, Inc. • Services-computer processing & data preparation • Nevada
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of October 1, 2021 (the “Effective Date”), between Agora Digital Holdings, Inc., a Nevada corporation (“Agora” or the “Company”), and Randy May (the “Executive”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 19th, 2021 • Agora Digital Holdings, Inc. • Services-computer processing & data preparation • Texas
This Restricted Stock Unit Agreement (this “Agreement”), entered into as of October 1, 2021 (the “Effective Date”), sets forth the terms and conditions of an award (this “Award”) of restricted stock units (“Shares”) granted by Agora Digital Holdings, Inc., a Nevada corporation (the “Company”), to _____________ (the “Recipient”).
SALE OF GOODS AGREEMENTSale of Goods Agreement • November 19th, 2021 • Agora Digital Holdings, Inc. • Services-computer processing & data preparation • Texas
This Sale of Goods Agreement, dated as of September 9, 2021 (this “Agreement”), is entered into between [*] (“Seller”), and BitStream Mining LLC (“Buyer”, and together with Seller, the “Parties”, and each, a “Party”).
SURFACE SITE LEASESurface Site Lease • January 10th, 2022 • Agora Digital Holdings, Inc. • Services-computer processing & data preparation • Texas
For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, CROWNROCK, L.P., (hereinafter referred to as “Lessor”), with an address of P.O. Box 52507, Midland, Texas 79710, hereby leases and lets to BitStream Mining, LLC, whose mailing address is 470 S. Main Street, Suite 400, San Antonio, Texas 78006 (hereinafter referred to as “Lessee”), a lease to a tract of land measuring no more than twenty (20) acres, being twelve hundred feet (1200’) in length by seven hundred twenty-six feet (726’) in width (the “Surface Site’) to construct, operate, maintain, inspect, test, protect, repair, replace, alter and remove (i) [*]
