0001213900-22-000613 Sample Contracts

COMMON STOCK PURCHASE WARRANT gryphon digital mining, inc.
Sphere 3D Corp • January 5th, 2022 • Services-computer processing & data preparation

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 ________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gryphon Digital Mining, Inc., a Delaware 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).

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NON-FIXED PRICE SALES AND PURCHASE AGREEMENT BETWEEN Bitmain Technologies Limited (“Bitmain”) AND Gryphon Digital Mining Inc. (“Purchaser”)
Sales and Purchase Agreement • January 5th, 2022 • Sphere 3D Corp • Services-computer processing & data preparation

This non-fixed price sales and purchase agreement (this “Agreement”) is made on [April 14, 2021] by and between Bitmain Technologies Limited (“Bitmain”) (Company number: 2024301), with its registered office at Unit Al of Unit A, 11th Floor, Success Commercial Building, 245-251 Hennessy Road, Hong Kong, and [Gryphon Digital Mining, Inc] (the “Purchaser”) (UEN: [3951255]), with its principal place of business at [614 N Dupont Hwy, Suite 210, Dover, Delaware, US, 19901].

MASTER SERVICES AGREEMENT
Master Services Agreement • January 5th, 2022 • Sphere 3D Corp • Services-computer processing & data preparation • Delaware

This Master Services Agreement (“Agreement”) effective as of September 12, 2021 (“Effective Date”) is between CORE SCIENTIFIC, INC. (“Company”) and GRYPHON DIGITAL MINING, INC. (“Client”).

AMENDMENT NO. 3 TO PROMISSORY NOTE and SECURITY AGREEMENT
Note and Security Agreement • January 5th, 2022 • Sphere 3D Corp • Services-computer processing & data preparation • Delaware

This AMENDMENT TO PROMISSORY NOTE and SECURITY AGREEMENT (this "Amendment") is made and entered into as of December 29, 2021, by and among Sphere 3D Corp., an Ontario corporation ("Lender"), and Gryphon Digital Mining, Inc., a Delaware corporation ("Borrower", and Lender and Borrower, each a “Party” and collectively the “Parties”).

AMENDMENT NO. 1 TO SUB-LICENSE AND DELEGATION AGREEMENT
Sub-License and Delegation Agreement • January 5th, 2022 • Sphere 3D Corp • Services-computer processing & data preparation • Delaware

This AMENDMENT NO. 1 TO SUB-LICENSE AND DELEGATION AGREEMENT (this “Amendment”) is made and entered into as of December 29. 2021 by and among Sphere 3D Corp., an Ontario corporation (“Sphere”), and Gryphon Digital Mining, Inc., a Delaware corporation (“Gryphon”, and Sphere and Gryphon, each a “Party” and collectively the “Parties”).

SUB-LICENSE AND DELEGATION AGREEMENT
Master Services Agreement • January 5th, 2022 • Sphere 3D Corp • Services-computer processing & data preparation • Delaware

This Sub-License and Delegation Agreement (this “Agreement”), dated as of 10/5/2021, 2021, is entered into by and between Gryphon Digital Mining, Inc. (“Gryphon”) and Sphere 3D Corp. (“Sphere”), and relates to that certain Services Agreement, dated as of September 12, 2021 (the “MSA”), by and between Core Scientific, Inc. (“Core”) and Gryphon, and Master Services Agreement Order #2 thereunder (“Order 2”), attached hereto as Exhibits A and B, respectively. Capitalized terms used herein without definition shall have the meanings assigned to them in Order #2.

MASTER SERVICES AGREEMENT ORDER #1
Master Services Agreement • January 5th, 2022 • Sphere 3D Corp • Services-computer processing & data preparation

This Order, including the terms and conditions hereunder, incorporates by reference the terms of the Master Services Agreement dated as of September ___, 2021 (the “Agreement”) between Company and Client (as defined below). If any terms of this Order conflict with the terms of the Agreement, the terms of this Order shall govern with respect to this Order. Capitalized terms used but not defined in this Order shall have the meanings ascribed in the Agreement.

FUTURES SALES AND PURCHASE AGREEMENT BETWEEN FuFu Technology Limited (“BitFuFu”) AND Sphere 3D (“Purchaser”)
Futures Sales and Purchase Agreement • January 5th, 2022 • Sphere 3D Corp • Services-computer processing & data preparation
MASTER SERVICES AGREEMENT ORDER #2
Master Services Agreement • January 5th, 2022 • Sphere 3D Corp • Services-computer processing & data preparation

This Order, including the terms and conditions hereunder, incorporates by reference the terms of the Master Services Agreement dated as of September 12, 2021 (the “Agreement”) between Company and Client (as defined below). If any terms of this Order conflict with the terms of the Agreement, the terms of this Order shall govern with respect to this Order. Capitalized terms used but not defined in this Order shall have the meanings ascribed in the Agreement.

AMENDMENT NO. 1 Master Services Agreement (Binding Term Sheet)
Master Services Agreement • January 5th, 2022 • Sphere 3D Corp • Services-computer processing & data preparation • New York

This AMENDMENT NO. 1 TO MASTER SERVICES AGREEMENT (BINDING TERM SHEET) (this “Amendment”) is made and entered into as of December 29, 2021, by and among Sphere 3D Corp., an Ontario corporation (“Customer”), and Gryphon Digital Mining, Inc., a Delaware corporation (“Provider”, and Lender and Borrower, each a “Party” and collectively the “Parties”).

DATED [ 17 ] September 2021 FuFu Technology Limited (“BitFuFu”) and Sphere 3D (“Purchaser”) SUPPLEMENTAL AGREEMENT TO FUTURES SALES AND PURCHASE AGREEMENT
Supplemental Agreement • January 5th, 2022 • Sphere 3D Corp • Services-computer processing & data preparation • Hong Kong
COINMINT COLOCATION MINING SERVICES AGREEMENT
Mining Services Agreement • January 5th, 2022 • Sphere 3D Corp • Services-computer processing & data preparation • Texas

This Colocation Mining Services Agreement (the “Agreement”) is made as of July 1, 2021 (the “Effective Date”), by and between Coinmint, LLC (“Service Provider”), a limited liability company, with an address at 1413 Avenida Ponce de Leon, San Juan, Puerto Rico 00946, and the customer identified below (“Customer”). Service Provider and Customer are each referred to as a “Party” and collectively as the “Parties”.

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