Exhibit 10.1

This Settlement Agreement and Mutual Release (“Agreement”) is entered into as of March 28, 2023 between Stronghold Digital Mining, Inc., a Delaware corporation (“Stronghold” or, the “Company”), Stronghold Digital Mining Holdings, LLC (“Holdings”) and Bruce - Merrilees Electric Company, a Pennsylvania corporation (“B&M”) (the aforementioned parties being referred to hereinafter collectively as “the Parties” and individually as “Party”).

RECITALS

WHEREAS, Holdings and B&M are parties to a Master Services Agreement dated November 3, 2021 (the “MSA”);

WHEREAS, in the MSA, B&M agreed to provide certain project management and engineering services to Holdings; and

WHEREAS, disputes have arisen between the parties regarding their respective performances and obligations under the MSA; and

WHEREAS, the Parties have discussed their differences and have reached a compromise resolving all disputes existing between them as of the date of this Agreement, whether now known or discovered in the future, of any nature whatsoever.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

 

 

 

C.

B&M will fully and finally forgive and waive any and all of its right to payment from Stronghold or any of its affiliates for (1) Job #SV4266-000 (Strongbox 2.0) in the amount of $5,251,719.87 (the balance of B&M invoice #9389) and (2) Job # BM4255-000 (Transformers) in the amount of $6,175,000 (the balance of B&M Invoice #9499).

D.

On or before March 10, 2023, B&M shall have paid $500,000 to JCL Energy (“JCL”) in full and complete satisfaction of any outstanding amounts owed to JCL for transformers to be used in Stronghold operations.

E.

So long as (i) no Default or Event of Default has occurred or is occurring (as those terms are defined in that certain Credit Agreement dated October 27, 2022 (as amended from time to time, the “Credit Agreement”) by and between Stronghold, Holdings, each Guarantor (as defined in the Credit Agreement) and WhiteHawk Finance LLC and/or its affiliates or designees and the other lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”)), (ii)  no PIK Option (as such term is defined in that certain First Amendment to Credit Agreement dated February 6, 2023  (the “First Amendment”))  has been elected by Holdings, and (iii) such payment to B&M is permissible under the terms of the Subordination Agreement (as defined below), Stronghold shall reimburse B&M for the $500,000 payment to JCL referred to in Paragraph D above in four equal monthly installments of $125,000, such installments due beginning on April 30, 2023 and thereafter on the last business day of the next three consecutive months.  For the avoidance of doubt, in the event Stronghold makes any monthly installment payment to B&M, a corresponding amount shall be extinguished from the principal amount outstanding pursuant to Paragraph 1(b) of the Promissory Note.  In the event Holdings elects to utilize the PIK Option pursuant to Section 2.04(c) of the Credit Agreement, Stronghold’s obligation to reimburse B&M as set forth in this paragraph shall also be paid in kind by capitalizing such interest and adding such amount to the principal amount outstanding under the Promissory Note.  In such an event, B&M will be entitled to 7.5% annual interest paid monthly on each $125,000 payment owed by Stronghold.

F.

B&M shall have  (1) released ten (10) 3000kva transformers to Stronghold; and (2) fully cancelled the ninety (90) transformers remaining under the initial purchase for 100 transformers from JCL.  Stronghold bears no responsibility for B&M’s failure to cancel any or all of the 90 transformers remaining.

 

 

 

A.

The execution, delivery and performance by B&M of this Agreement, the documents attached hereto (the “Transaction Documents”) to which it is a party, and the consummation of the transactions contemplated hereby and thereby are within the powers of B&M and have been duly authorized by all necessary action on the part of B&M, and no further consent, approval or authorization is required by B&M or its equity owners in order for B&M to perform its obligations hereunder or thereunder and consummate the transactions contemplated hereby and thereby, including, without limitation, the release and cancellation of the payables referred to in Paragraph 1.C above and acceptance of the Warrants and Promissory Note as contemplated hereunder and referred to in Paragraph 1.A and 1.B above, and that this Agreement constitutes (and the other Transaction Documents to which it is a party will constitute) a valid and binding agreement of B&M, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement or creditors’ rights generally or (ii)  as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

B.

The execution, delivery and performance by B&M of this Agreement, the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby require no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official on the part of B&M.

 

 

 

 

 

 

 

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

 

J.

B&M understands that no public market now exists for the Warrants, and that the Company has made no assurances that a public market will ever exist for the Warrants.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

if to the Company, to:

and if to B&M, to:

or to such other address or email address and with such other copies as such party may hereafter specify for the purpose of notice.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

 

 

 

 

STRONGHOLD DIGITAL MINING, INC.

/s/ Gregory A. Beard

Gregory A. Beard

Chief Executive Officer

Dated:

 

STRONGHOLD DIGITAL MINING HOLDINGS, LLC

/s/ Gregory A. Beard

Gregory A. Beard

Authorized Person

Dated:

 

BRUCE - MERRILEES ELECTRIC COMPANY

 

/s/ Jay H. Bruce

Jay H. Bruce

 

President & CEO

Dated:

 

Acknowledged and accepted by:

WHITEHAWK CAPITAL PARTNERS LP

/s/ Robert Louzan

Robert Louzan

Managing Partner

Dated:

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Exhibit 10.2

 

PROMISSORY NOTE

 

FOR VALUE RECEIVED, STRONGHOLD DIGITAL HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of BRUCE - MERRILEES ELECTRIC CO. (the “Noteholder”) the principal amount of $3,500,000.00 (THREE MILLION FIVE HUNDRED THOUSAND DOLLARS) (the “Loan”), together with all accrued interest thereon, as provided in this Promissory Note (this “Note”).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page Follows]

 

IN WITNESS WHEREOF, the Borrower has executed this Note as of the date first set forth above.

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THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS (“STATE ACTS”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR STATE ACTS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE TRANSFER OF THE SECURITY REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO THE RESTRICTIONS DESCRIBED IN SECTION 8 HEREOF, AND NO TRANSFER OF THE SECURITY REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS RELATING TO SUCH RESTRICTIONS HAVE BEEN COMPLIED WITH.

 

Stronghold Digital Mining, Inc.

 

 

FOR VALUE RECEIVED, Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), hereby grants to Bruce - Merrilees Electric Co., a Pennsylvania corporation, and/or its registered assigns (the “Registered Holder”) the right (this “Warrant”) to purchase from the Company a number of shares of Class A common stock, par value $0.0001 per share, of the Company (“Common Stock”), equal to the Warrant Share Number at a price per share equal to $0.0001 (the “Exercise Price”). This Warrant, and any additional warrants issued from time to time pursuant to the terms hereof, are collectively referred to herein as the “Warrants.” Certain capitalized terms used herein are defined in Section 6, unless the context otherwise requires. The amount and kind of securities obtainable pursuant to the rights granted hereunder are subject to adjustment pursuant to the provisions contained in this Warrant.

 

This Warrant is subject to the following provisions:

 

Section 1. Exercise of Warrant.

 

1A.Exercise Period. The holder of this Warrant may exercise, in whole or in part (but not as to a fractional share of Common Stock), the purchase rights represented by this Warrant at any time and from time to time after the Date of Issuance to and including the tenth (10^th) anniversary hereof (the “Exercise Period”).

 

1B.Exercise Procedures.

 

 

 

 

 

 

 

 

(v)        The issuance from time to time of Warrant Exercise Shares or any new Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax in respect thereof or other cost incurred by the Company in connection therewith. Each Warrant Exercise Share shall upon payment of the Exercise Price therefor, be fully paid and nonassessable and free and clear of all liens.

 

 

 

1C.Exercise Agreement. Upon any exercise of this Warrant, the exercise agreement to be delivered by the Purchaser pursuant to Section 1B(i)(a) shall be substantially in the form attached hereto as Exhibit B (the “Exercise Agreement”), except that if the Warrant Exercise Shares are not to be issued in the name of the Purchaser, the Exercise Agreement shall also state the name of the Person to whom the certificates for such Warrant Exercise Shares are to be issued, and if the number of Warrant Exercise Shares to be issued in connection with such exercise does not include all the shares of Common Stock purchasable hereunder, it shall also state the name of the Person to whom a new Warrant, if requested by Purchaser, for the unexercised portion of the rights hereunder is to be delivered. Such Exercise Agreement shall be dated the actual date of execution thereof.

 

Section 2. Adjustment of Number of Warrant Exercise Shares. In order to prevent dilution of the rights granted under this Warrant, the number of shares of Common Stock obtainable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2 (including Sections 2A and 2D).

 

2A.Customary Adjustments.

 

 

 

 

2B.[Reserved].

2C.[Reserved].

2D.Notices. The Company shall give written notice to the Registered Holder:

 

 

 

 

 

or, in the case of any of the foregoing clauses (ii) through (iv) above, such shorter period of time to the extent determined by the Company Board in good faith that it would not be reasonably practicable for the Company to provide such notice at least ten (10) Business Days prior, in which case the Company shall provide such notice as promptly as reasonably practicable prior Without the prior written consent of the Registered Holder, no such notice shall contain any material, non- public information regarding the Company or any of its subsidiaries.

 

Section 3. Liquidating Dividends. If at any time prior to the expiration of the Exercise Period, the Company declares or pays a dividend upon the Common Stock payable otherwise than in cash out of earnings or earned surplus (determined in accordance with generally accepted accounting principles, consistently applied) except for a stock dividend payable in shares of Common Stock (a “Liquidating Dividend”), then the Company shall pay to the Registered Holder, at the time of payment thereof, cash, in an amount equal to the portion of the Liquidating Dividend that would have been paid to the Registered Holder had this Warrant been fully exercised immediately prior to the date on which a record is taken for such Liquidating Dividend, or, if no record is taken, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.

 

Section 4. Purchase Rights. If at any time prior to the expiration of the Exercise Period, the Company grants, issues or sells any Options, Convertible Securities or other rights to acquire securities of the Company or other property pro rata to the record holders of any class of Common Stock (“Purchase Rights”), then the Registered Holder shall be entitled to aggregate Purchase Rights, upon terms no less favorable than those offered to the record holders of Common Stock, equal to the Purchase Rights that the Registered Holder would have been entitled had this Warrant been fully exercised immediately prior to the date on which a record is taken for the issuance of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the issuance of such Purchase Rights.

 

Section 5. No Duplication Notwithstanding anything contained herein to the contrary, if the provisions of more than one sub-section of Section 2 (including Sections 2A and 2D), Section 3 or Section 4 could require, in connection with a single transaction or issuance, an adjustment to the number of shares of Common Stock obtainable upon exercise of this Warrant and/or issuance of additional Warrants, rights or securities to the Registered Holder under this Warrant, only one such provision shall apply, without duplication, and only one adjustment or issuance shall be made in connection therewith (it being understood, for the avoidance of doubt, that with respect to any single transaction, the Registered Holder may be entitled either to such an adjustment or to the issuance of additional rights or securities, as is more favorable to the Registered Holder, but not both), and there shall be no adjustment or issuance of rights or other securities to the Registered Holder pursuant to this Warrant with respect to (i) Common Stock issued or issuable upon exercise of the Warrants or in respect of any Purchase Rights granted, issued or sold to the holder of this Warrant pursuant to Section 4, or (ii) the issuance of any Common Stock or other securities upon conversion, exchange or exercise of any securities outstanding on the date hereof.

 

Section 6. Definitions. The following terms have meanings set forth below:

“1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

 

“Affiliate” has the meaning set forth in Rule 12b-2 of the 1934 Act.

 

“Attribution Parties” means, collectively, the following Persons and entities: (i) any direct or indirect Affiliates of the Registered Holder or Purchaser or any of the foregoing, (ii) any Person acting or who could be deemed to be acting as a Group (as defined in the 1934 Act) together with the Registered Holder or Purchaser or any of the foregoing and (iii) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Registered Holder’s or Purchaser’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Registered Holder or Purchaser, as applicable, and all other Attribution Parties to the Maximum Percentage.

 

“Business Day” means a day other than Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close.

 

“Governmental Authority” means any (i) government, (ii) governmental or quasi- governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal) or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, in each case, whether federal, state, local, municipal, U.S. or non U.S., supranational or of any other jurisdiction.

“Law” means all laws, statutes, rules, regulations, codes, injunctions, decrees, orders, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the United States, or any U.S. state, county, city or other political subdivision or of any Governmental Authority.

 

“Market Price” means as to any security the average of the closing prices of such security’s sales on all U.S. securities exchanges on which such security may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the highest bid and lowest asked prices on such day in the U.S. over- the-counter market as reported by OTC Market Group Inc., or any similar successor organization, in each such case averaged over a period of eleven (11) Trading Days consisting of the day as of which “Market Price” is being determined and the ten (10) consecutive Trading Days prior to such day. If at any time such security is not listed on any U.S. securities exchange or quoted in the U.S. over-the-counter market, the “Market Price” shall be the fair value thereof reasonably determined in good faith by the Company Board (without applying any marketability, minority or other discounts); provided that, if the Registered Holder in good faith disputes such determination, fair value shall be determined (without applying any marketability, minority or other discounts) by an appraiser jointly selected by the Company and the Registered Holder. The Company and the Registered Holder shall instruct such appraiser that it may not assign a fair value greater than the greatest value determined by either such party nor less than the lowest value determined by either such party. The determination of such appraiser shall be final and binding on the Company and the Registered Holder, and the fees and expenses of such appraiser shall be paid by the Company; provided that, if such appraiser determines that the actual fair value of the relevant consideration is (i) less than five percent (5%) more or less (as the case may be) than the fair value as determined by the Company Board, and (ii) closer to the fair value as determined by the Company Board than to the fair value as determined by, then such fees and expenses shall be paid by the Registered Holder.

 

“Organic Change” means any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets or other similar transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) cash, stock, securities or other assets or property with respect to or in exchange for Common Stock.

 

“Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a Governmental Authority or another entity.

 

“Registration Rights Agreement” means that certain registration rights agreement, by and among the Company and the Registered Holder relating to, among other things, the registration of the resale of the shares of Common Stock issuable upon exercise of this Warrant, as may be amended from time to time.

 

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company or other business entity, a majority of the partnership, limited liability company or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company or other business entity gains or losses or shall be or control the managing member or general partner of such partnership, limited liability company or other business entity.

 

“Trading Day” means, any day on which the Common Stock is traded on The Nasdaq Global Market, or, if such market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Registered Holder.

 

“Warrant Share Number” means 3,000,000.

 

Section 7. No Voting Rights; Limitations of Liability. This Warrant shall not entitle the holder hereof to any voting rights or other rights as a shareholder of the Company. No provision hereof, in the absence of affirmative action by the holder of this Warrant to purchase Common Stock, and no enumeration herein of the rights or privileges of such holder shall give rise to any liability of such holder for the Exercise Price of Common Stock acquirable by exercise hereof or as a shareholder of the Company.

 

Section 8. Assignment and Transfer. Subject to the transfer conditions and restrictions referred to in the legend endorsed hereon, this Warrant and all rights hereunder are transferable, in whole or in part, without charge to the Registered Holder, upon surrender of this Warrant with a properly executed Assignment at the principal office of the Company.  In connection with any such transfer, the Company shall issue in the name of the transferee a new Warrant of like kind representing the same rights represented by this Warrant. Any transfer in violation of the transfer conditions or restrictions referred to in the legend endorsed hereon shall be void ab initio.

 

Section 9. Warrant Exchangeable for Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the Registered Holder at the principal office of the Company, for new Warrants of like tenor representing in the aggregate the purchase rights hereunder, and such new Warrants shall represent such portion of the rights hereunder as is designated by the Registered Holder at the time of such surrender. The date the Company initially issues this Warrant shall be deemed to be the “Date of Issuance” hereof regardless of the number of times new certificates representing the unexpired and unexercised rights formerly represented by this Warrant shall be issued. All Warrants representing portions of the rights hereunder are referred to herein as “Warrants.”

 

Section 10.Replacement. If any certificate evidencing the Warrants is lost, stolen, destroyed or mutilated, the Company shall (at its expense), upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the Registered Holder shall be deemed to be satisfactory) of the ownership of the Warrants, execute and deliver in lieu of such certificate a new certificate of like kind representing the same rights represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

 

Section 11.Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt or by facsimile transmission against facsimile confirmation or mailed by prepaid first class certified mail, return receipt requested, or mailed by overnight courier prepaid, to (x) the Company, at its principal executive office, with copies (which shall not constitute notice) to [  ], and (y) the Registered Holder, at [  ]. All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 11, be deemed given on the day so delivered, or, if delivered after 5:00 p.m. local time of the recipient or on a day other than a Business Day, then on the next proceeding Business Day, or if delivered by facsimile transmission or email as provided in this Section 11, be deemed delivered upon confirmation of receipt, (ii) if delivered by mail in the manner described above to the address as provided in this Section 11, be deemed given on the earlier of the third (3^rd) Business Day following mailing or upon receipt and (iii) if delivered by overnight courier to the address as provided for in this Section 11, be deemed given on the earlier of the first (1^st) Business Day following the date sent by such overnight courier or upon receipt, in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 11. Either party hereto from time to time may change its address, facsimile number, email address or other information for the purpose of notices to that party by giving notice specifying such change to the other party.

 

Section 12.Absence of Restrictions. The Company acknowledges and agrees that the Registered Holder is not a fiduciary or agent of the Company and that the registered Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an officer of the Registered Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed, written non-disclosure agreement, the Company acknowledges that the Registered Holder may, subject to any restrictions under applicable law, freely trade in any securities issued by the Company, may possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information to any third party.

 

Section 13.Remedies.

 

 

 

Section 14.Amendment and Waiver. No amendment of any provision of this Warrant shall be valid unless the same shall be in writing and signed by the Company and the Registered Holder.

 

Section 15.Enforcement. If (a) this Warrant is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the holder otherwise takes action to collect amounts due under this Warrant or to enforce the provisions of this Warrant or (b) there occurs any bankruptcy, reorganization, receivership of the company or other proceedings affecting company creditors’ rights and involving a claim under this Warrant, then the Company shall pay the costs incurred by the Registered Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.

 

Section 16.Descriptive Headings; Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. All matters arising out of or relating to this Warrant and the transactions contemplated hereby (including its interpretation, construction, performance and enforcement) shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware.

 

Section 17.  Registration Rights. In connection with the issuance of the Warrants to hereto, the Company and Registered Holder shall use best faith efforts to enter into a Registration Rights Agreement no later than five (5) Trading Days after the date hereof.

 

* * * * * *

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as of the Date of Issuance.

ACKNOWLEDGED AND AGREED:

 

BRUCE - MERRILEES ELECTRIC CO.

By: /s/ Jay H. Bruce

Name: Jay H. Bruce

Title: President & CEO

 

 

 

 

 

The undersigned, pursuant to the provisions set forth in the attached Warrant (Certificate No. W-   ), hereby agrees to subscribe for the purchase of                  shares of the Common Stock covered by such Warrant.

 

 

☐

I am attaching a cashier’s, personal or certified check, or have arranged for a wire transfer of immediately available funds to the Company, in an amount equal to the Aggregate Exercise Price.

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THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of March 28, 2023, by and among, Bruce - Merrilees Electric Co., Pennsylvania corporation (the “Subordinated Creditor”), Whitehawk Capital Partners LP, as “Senior Agent” (as hereinafter defined) for all “Senior Lenders” (as hereinafter defined) party to the Credit Agreement described below and each of the other “Loan Parties” (as hereinafter defined) from time to time party hereto.

R E C I T A L S

 

A.         Stronghold Digital Mining Holdings, LLC (the "Borrower"), Stronghold Digital Mining, Inc., a Delaware corporation (“Holdings”), each Subsidiary of the Borrower listed as a "Guarantor" on the signature pages thereto (together with Holdings and each other Person that executes a joinder agreement and becomes a "Guarantor" thereunder or otherwise guaranties all or any part of the Obligations (as therein defined), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party thereto (each a "Lender" and collectively, the "Lenders"), 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") have entered into a Credit Agreement dated as of October 27, 2022 (such agreement, as amended, restated, supplemented or otherwise modified from time to time, being hereinafter referred to as the "Credit Agreement"), pursuant to which, among other things, Senior Lenders have agreed, subject to the terms and conditions set forth in the Credit Agreement, to make certain loans and financial accommodations to the Borrower. The Borrower and each of the other Loan Parties and Senior Agent have entered or will enter into various “Senior Debt Documents” (as hereinafter defined) pursuant to which all of the Borrower’s obligations to the Senior Creditors under the Credit Agreement and the other Senior Debt Documents are or will be guaranteed by each other Loan Party and all such obligations and guarantees are secured by liens on and security interests in substantially all of the now existing and hereafter acquired real and personal property (tangible or intangible) of each Loan Party (the “Collateral”).

B.          The Borrower is obligated to Subordinated Creditor with respect to that certain Settlement Agreement and Release, dated as of the date hereof (the “Subordinated Creditor Agreement”) and the “Subordinated Creditor Note” (hereinafter defined) pursuant to which Subordinated Creditor has extended certain financial accommodations to the Borrower.

 

C.       Except as set forth in B. above, neither any Loan Party nor any Subsidiary of any Loan Party has any obligation or liability to Subordinated Creditor.

 

As an inducement to and as one of the conditions precedent to the agreement of Senior Agent and Senior Lenders to make certain loans and provide certain commitments to Borrower and the other Loan Parties on or around the date hereof under, and subject to the terms and conditions of, the Credit Agreement, Senior Agent and the Senior Lenders have required the execution and delivery of this Agreement by Subordinated Creditor and each Loan Party party hereto in order to, among other things, set forth the relative rights and priorities of Senior Agent, each Senior Lender and the Subordinated Creditor.

NOW, THEREFORE, in order to induce Senior Agent and Senior Lenders to make certain loans to Borrower on or around the date hereof under, and subject to the terms and conditions of, the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

 

1.           Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement. The following terms shall have the following meanings in this Agreement:

 

“B&M Permitted Payments” has the meaning ascribed to such term in the Credit Agreement.

 

“B&M Permitted Payments Conditions” has the meaning ascribed to such term in the Credit Agreement.

 

“Bankruptcy Code” has the meaning ascribed to such term in the Credit Agreement.

“Collateral” shall have the meaning assigned to the term “Collateral” in each Senior Debt Document and, for the avoidance, shall, for purposes of this Agreement, include any and all property and asset of each Loan Party and each Subsidiary of any Loan Party whether or not such Subsidiary is an obligor, borrower or guarantor under any Senior Debt Document or any Subordinated Debt Document.

 

“Debt” means Senior Debt or Subordinated Debt, as the context requires.

 

“Debtor Relief Law” has the meaning ascribed to such term in the Credit Agreement.

 

“Disposition” or “Dispose” means the sale, assignment, transfer, license, lease (as lessor), exchange, or other disposition (including any sale and leaseback transaction) of any property by any person (or the granting of any option or other right to do any of the foregoing).

 

“Distribution” shall mean, with respect to any indebtedness, obligation or security, (a) any payment or distribution, direct or indirect, by any Person of cash, securities or other property, by set-off or otherwise, (b) any redemption, purchase or other acquisition of such indebtedness, obligation or security by any Person, (c) any repurchase, redemption, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of such indebtedness, (d) in any payment to retire, or to obtain the surrender of, of such indebtedness or (d) the granting of any lien or security interest to or for the benefit of the holders of such indebtedness, obligation or security in or upon any property of any Person.

 

“Enforcement Action” shall mean to:

 

(a)        take from or for the account of any Loan Party or any other guarantor of the Senior Debt and/or the Subordinated Debt, by set-off or in any other manner, the whole or any part of any moneys which may now or hereafter be owing by any Loan Party or any such guarantor with respect to the Senior Debt and/or the Subordinated Debt,

 

(b)         ask, demand, sue for payment of, or to initiate or participate with others in any suit, action or proceeding against any Loan Party of the Senior Debt and/or the Subordinated Debt or any such guarantor to (i) enforce payment of or to collect the whole or any part of the  Senior Debt and/or the Subordinated Debt, or (ii) commence judicial enforcement of any of the rights and remedies under the Senior Debt Documents and/or the Subordinated Debt Documents or applicable law or at equity with respect to the Subordinated Debt,

2.

Subordination.

2.3.

Subordinated Debt Payments.

2.4.

Subordinated Debt Standstill Provisions.

2.6.

Liens and Security Interests.

2.7.

Sale, Transfer or other Disposition of Subordinated Debt.

3.

Modifications.

4.

Representations and Warranties.

	SUBORDINATED CREDITOR:
	BRUCE - MERRILEES ELECTRIC CO.
	By:	/s/ Jay H. Bruce

	Name:	Jay. H. Bruce
	Title:	President & CEO

	SENIOR AGENT:
	WHITEHAWK CAPITAL PARTNERS LP
	By:	/s/ Robert A. Louzan

	Name:	Robert A. Louzan
	Title:	Managing Partner

	LOAN PARTIES:
	STRONGHOLD DIGITAL MINING HOLDINGS LLC
	By:	/s/ Gregory A. Beard

		Name:	Gregory A. Beard
		Title:	Authorized Person
	STRONGHOLD DIGITAL MINING, INC.

By:

/s/ Gregory A. Beard

		Name:	Gregory A. Beard
		Title:	Chief Executive Officer
	LIBERTY BELL FUNDING LLC

	By:	/s/ Gregory A. Beard

		Name:	Gregory A. Beard
		Title:	Authorized Person
	EIF SCRUBGRASS, LLC

By:

/s/ Gregory A. Beard

		Name:	Gregory A. Beard
		Title:	Authorized Person
	PANTHER CREEK POWER OPERATING, LLC

By:

/s/ Gregory A. Beard

		Name:	Gregory A. Beard
		Title:	Authorized Person

	STRONGHOLD DIGITAL MINING PENN, LLC
	By:	/s/ Gregory A. Beard

		Name:	Gregory A. Beard
		Title:	Authorized Person
	STRONGHOLD DIGITAL MINING OPERATING, LLC

	By:	/s/ Gregory A. Beard

		Name:	Gregory A. Beard
		Title:	Authorized Person
	SCRUBGRASS POWER LLC

By:

/s/ Gregory A. Beard

		Name:	Gregory A. Beard
		Title:	Authorized Person
	STRONGHOLD DIGITAL MINING LLC

By:

/s/ Gregory A. Beard

		Name:	Gregory A. Beard
		Title:	Authorized Person
	STRONGHOLD DIGITAL MINING EQUIPMENT, LLC

By:

/s/ Gregory A. Beard

		Name:	Gregory A. Beard
		Title:	Authorized Person
	SCRUBGRASS RECLAMATION COMPANY, L.P.

By:

/s/ Gregory A. Beard

		Name:	Gregory A. Beard
		Title:	Authorized Person

[Subordination Agreement]

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