Assignment Side Agreement among Gryphon Digital Mining, Inc., 2670786 Alberta Ltd., 2703444 Alberta Ltd., and Individual Grantees, dated May 29, 2025

Exhibit 10.2

ASSIGNMENT SIDE AGREEMENT

THIS ASSIGNMENT SIDE AGREEMENT is made as of the 29^th day of May, 2025 (the “Effective Date”)

AMONG:

GRYPHON DIGITAL MINING, INC., a corporation existing under the laws of the State of Delaware (hereinafter referred to as the “Parent”)

- and -

2670786 ALBERTA LTD., a corporation existing under the laws of the Province of Alberta (hereinafter referred to as the “Purchaser”, and together with the Parent, the Purchaser and the Parent are hereinafter referred to collectively as the “Assignor”)

- and -

2703444 ALBERTA LTD., a corporation existing under the laws of the Province of Alberta (hereinafter referred to as the “Assignee”)

- and -

Harold Andersen, Paul Connolly, Mark Taylor and Steve Giacomin, each an individual residing in the Province of Alberta (each hereinafter referred to as a “Grantee” and together the “Grantees”) (solely with respect to Sections 7, 8, 9, 10, 11, 12 and 13 herein)

RECITALS:

In consideration of the above, the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties hereto, the parties hereto agree as follows:

The Assignor represents, warrants and acknowledges to the Assignee, and the Assignee relies upon the same when entering into this Agreement, that:

The Assignee represents, warrants and acknowledges to the Assignor, and the Assignor relies upon the same when entering into this Agreement, that:

All representations, warranties and acknowledgements set forth in this Agreement shall survive the Effective Date and shall continue in full force and effect for the benefit of and shall be binding upon the parties hereto.

The Assignor covenants and agrees with Assignee that:

The Assignee covenants and agrees with Assignor that:

The Assignor and the Assignee agree that the Assignee Release, as defined and set forth in the Assignment and Amending Agreement, is not intended to and shall not release any claims based on, or arising out of enforcement of the express terms of this Agreement.

The Assignor covenants and agrees with the Assignee that the Assignor shall, from time to time and at all times hereafter, at the request and cost of the Assignee, execute such further assurances and do all such further acts as may be reasonably required for the purpose of vesting in the Assignee the Assigned Interest.

This Agreement may be executed in as many counterparts as are necessary and, when a counterpart has been executed by each party, all counterparts together shall constitute one agreement. Transmission of an executed signature page by electronic mail or other electronic means is as effective as a manually executed counterpart of this Agreement.

This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.

This Agreement (including, but not limited to, the assignment of the Assigned Interest and the assumption of the obligations and liabilities under the Captus Agreement and any and all ancillary agreements to which the Assignor may be contemplated as a party under the Captus Agreement) shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

This Agreement shall be construed and enforced in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

The Assignee and each Grantee acknowledges that it has been afforded the opportunity of receiving independent legal advice concerning this Agreement, and in the event that the Assignee or any Grantee has executed this Agreement without the benefit of independent legal advice, the Assignee and each Grantee each fully understand the provisions of this Agreement and hereby waive the right to receive any such independent legal advice.

Notwithstanding anything to the contrary set forth in Section 2.03(a)(iv)(A) of the Captus Agreement, (i) the restricted shares of Parent issued to the Grantees on January 10, 2025, pursuant to the Captus Agreement and the Restricted Stock Grant Agreements entered into between the Parent and each of the Grantees as of January 8, 2025 (the “Grant Agreements”) are hereby revoked and forfeited immediately without consideration; (ii) the Grant Agreements are hereby terminated and of no further force or effect; and (iii) the Grantees will have no claim or right with respect to any shares or other equity interests in the Parent in connection therewith.

[The rest of this page is left intentionally blank]

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

Assignment Side Agreement