Commitment Letter, dated as of August 16, 2022, by and between Stronghold Digital Mining Holdings, LLC and Whitehawk Capital Partners, LP

You, Stronghold Digital Mining Holdings, LLC, a Delaware limited liability company (the “Borrower” or “you”) and a direct subsidiary of Stronghold Digital Mining, Inc., a Delaware corporation (“Holdings”) have informed Whitehawk Capital Partners, LP (“Whitehawk” as “Arranger” and “Initial Lender”) that you intend to consummate the transactions described on Annex A hereto. Capitalized terms used but not defined herein have the meanings assigned to them in the Annexes attached hereto.

The Initial Lender and the Arranger are referred to herein as the “Commitment Party”, “we” or “us”. All references to “dollars” or “$” in this agreement and the annexes and any other attachments hereto (collectively, this “Commitment Letter”) are references to United States dollars.

You have requested that Whitehawk commit to provide the Loan Facility and that Whitehawk agree to structure and arrange the Loan Facility. The Commitment Party hereby commits to provide 100% of the Loan Facility upon the principal terms and subject to the conditions set forth or referred to herein, in the fee letter among Whitehawk and you dated the date hereof (the “Fee Letter”), in the Summary of Principal Terms and Conditions for the Loan Facility attached hereto as Annex A (and incorporated by reference herein) (the “Term Sheet”) and the Additional Conditions to Closing attached hereto as Annex B (and incorporated by reference herein).

In connection with the foregoing, Whitehawk is pleased to confirm its willingness to act, and you hereby appoint Whitehawk to act, as sole lead arranger and sole bookrunner to provide the Borrower with structuring assistance in connection with the Loan Facility, in each case on the terms contained in this Commitment Letter and the Fee Letter. You agree that no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter) will be paid in connection with the Loan Facility, unless each of the Borrower and the Commitment Party shall agree.

Our fees for services related to the Loan Facility are set forth in the Fee Letter entered into by Holdings, the Borrower and the Commitment Party on the date hereof. This Commitment Letter and the Fee Letter are collectively referred to herein as the “Letters”.

The Borrower represents and warrants that (i) all written information (other than financial projections, forward looking information, budgets, estimates and information of a general economic or general industry nature) (the “Information”), provided directly by, or on behalf of, the Borrower to the Commitment Party in connection with the transactions contemplated hereunder is and will be, at the time it was (or hereafter is) furnished, when taken as a whole, complete and correct in all material respects and

does not and will not contain, as of the time it was (or hereafter is) furnished, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which such statements are made, not materially misleading and (ii) the financial projections that have been or will be made available to the Commitment Party or the Lenders by or on behalf of the Borrower have been and will be prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable at the time such financial projections are furnished to the Commitment Party, it being understood and agreed that financial projections are not a guarantee of financial performance, are subject to significant uncertainties and contingencies, many of which are beyond your control, and actual results may differ from financial projections and such differences may be material. You agree that if you become aware that at any time prior to the Closing Date, any of the representations in the preceding sentence would be incorrect in any material respect if the Information and financial projections were being furnished, and such representations were being made, at such time, then you will promptly supplement, or cause to be supplemented, the Information and financial projections so that such representations will be correct in all material respects, when taken as a whole, under those circumstances, and such supplement shall be deemed to cure such representation. In arranging the Loan Facility, we will be entitled to use and rely on the Information and the financial projections without responsibility for independent verification thereof. We will have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of the Borrower or any other party or to advise or opine on any related solvency issues.

3.    Conditions.

The commitments of the Initial Lender hereunder with respect to the Loan Facility and the initial loan made available on the Closing Date, and the Arranger’s agreement to perform the services described herein are conditioned solely upon the following (the “Specified Conditions”): (i) since December 31, 2021, there shall not have occurred any Material Adverse Effect (it being understood that no Material Adverse Effect shall occur as a result of (x) any decrease in value or number of Bitcoin or any other “cryptocurrency” or (y) any decrease in the number of “miners” that are associated with financing arrangements with “NYDIG” as in effect on the date hereof for such cryptocurrencies) and (ii) all the conditions set forth in Annex B hereto (the “Conditions Annex”) shall have been satisfied or waived by the Commitment Party.

The terms of the Loan Documents shall be in a form such that they do not impair availability of the Loan Facility on the Closing Date if all of the Specified Conditions are satisfied. The provisions of this paragraph shall be referred to herein as the “Certain Funds Provisions.”

4.    Indemnification and Related Matters.

You agree to indemnify and hold harmless the Commitment Party and its affiliates and such affiliates’ respective officers, directors, employees, advisors, agents, other representatives and controlling persons (the Commitment Party and each such other person being an “Indemnified Person”), from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Term Sheet, the Transactions and the other transactions contemplated hereby, the Loan Facility, the use of proceeds thereof or any claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) relating to any of the foregoing, regardless of whether any such Indemnified Person is a party thereto or whether a Proceeding is brought by a third party or by you or any of your affiliates, creditors or shareholders or any other person, and to reimburse each such Indemnified Person upon demand for any reasonable legal and other out-of-pocket costs and expenses incurred in connection with investigating or defending any of the foregoing by one counsel to the Indemnified Persons taken as a whole and, if necessary, one firm of local counsel in each appropriate jurisdiction to the Indemnified Persons taken as a whole, and, in the case of a conflict of interest, one additional counsel to the affected Indemnified Persons taken as a whole; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent they resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Person or its Related Persons (as defined below), as determined in a final, non-appealable judgment of a court of competent jurisdiction or (ii) a material breach in bad faith of the obligations of such Indemnified Person or its Related Persons under this Commitment Letter, as determined in a final, non-appealable judgment

of a court of competent jurisdiction. Notwithstanding any other provision of this Commitment Letter, no Indemnified Person shall be liable for (A) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages have been determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence of any Indemnified Person or (B) any special, indirect, consequential or punitive damages in connection with its activities related to this Commitment Letter or the Loan Facility. For purposes hereof, a “Related Person” of an Indemnified Person means controlled affiliates of such person and the respective directors, officers, employees, agents or controlling persons, of such Indemnified Person or any of its affiliates.

You shall not be liable for any settlement of any Proceedings effected without your consent (which consent shall not be unreasonably conditioned, withheld or delayed), but if settled with your written consent or if there is a final judgment for the plaintiff in any such Proceedings, you agree to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the preceding paragraph. You shall not, without the prior written consent of an Indemnified Person (which consent shall not be unreasonably conditioned, withheld or delayed), effect any settlement or consent to the entry of any judgment of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless (i) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on claims that are the subject matter of such Proceedings, (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person and (iii) contains customary confidentiality and non-disparagement provisions. Notwithstanding the immediately preceding sentence, if at any time an Indemnified Person shall have requested indemnification or contribution in accordance with this Commitment Letter, you shall be liable for any settlement or other action referred to in the immediately preceding sentence effected without your consent if (a) such settlement or other action is entered into more than 30 days after receipt by you of such request for such indemnification or contribution and (b) you shall not have provided such indemnification or contribution in accordance with such request prior to the date of such settlement or other action.

In the event that an Indemnified Person is requested or required to appear as a witness in any action brought by or on behalf of or against you or any of your subsidiaries or affiliates in which such Indemnified Person is not named as a defendant, you agree to reimburse such Indemnified Person for all reasonable expenses incurred by it in connection with such Indemnified Person’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and expenses of its legal counsel.

5.    Assignments; Amendments.

This Commitment Letter may not be assigned by any party hereto without the prior written consent of each other party hereto (and any purported assignment without such consent will be null and void), is intended to be solely for the benefit of the Commitment Party and the other parties hereto and, except as set forth in Annex A, is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto; provided, that the Commitment Party may assign its commitments and agreements hereunder, in whole or in part, to any affiliate, co-investor, financing source or any other Lender prior to the Closing Date. The Commitment Party may perform the duties and activities described hereunder through any of their affiliates and the provisions hereof shall apply with equal force and effect to any of such affiliates so performing any such duties or activities. This Commitment Letter (including the schedules and Annexes hereto) may not be amended or any term or provision hereof or thereof waived or otherwise modified except by an instrument in writing signed by each of the parties hereto, and any term or provision hereof may be amended or waived only by a written agreement executed and delivered by all parties hereto.

Please note that the Letters and any written communications provided by, or oral discussions with, the Commitment Party in connection with this arrangement are exclusively for the information of the Borrower and may not be disclosed by you to any third party or circulated publicly without the

Commitment Party’s prior written consent, except (i) to the extent deemed by the Borrower to be necessary or advisable to comply with its disclosure obligations under the federal securities laws, (ii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law, rule, regulation or compulsory legal process (in which case, except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority, such person agrees to inform you promptly thereof to the extent not prohibited by law), (ii) upon the request or demand of any regulatory authority or any self-regulatory authority having jurisdiction over such person or any of its affiliates (in which case you agree to inform the Commitment Party promptly thereof prior to disclosure to the extent legally permitted to do so and to reasonably cooperate with the Commitment Party to the extent that it may seek to limit such disclosure or to avoid the requirement for such disclosure, including cooperating with the Commitment Party’s efforts to seek an order or other reliable assurance that confidential treatment will be accorded to designated portions of the disclosed information), (iii) to such person’s affiliates and their respective officers, directors, partners, members, employees, legal counsel, independent auditors and other experts or agents who need to know such information and who are actively involved with the Transaction and on a confidential basis; provided, that we hereby consent to your disclosure of (x) to the extent not otherwise permitted by clause (i), the aggregate fees, without any breakdown in calculation of the fees attributable to the Commitment Party, the Arranger and the Lenders in any publicly filed financial statements or statements of sources and uses relating to the Loan Facility, and (y) this Commitment Letter in connection with the exercise of any remedy or enforcement of any right hereunder.

The Commitment Party agrees that it will treat as confidential all information provided to it hereunder by or on behalf of you or any of your subsidiaries or affiliates and will not disclose such information to any third party or circulate such information publicly without your prior written consent, except to the extent that such information (a) is publicly available or becomes publicly available other than by reason of disclosure by the Commitment Party, its affiliates or representatives in violation of this Commitment Letter, (b) was received by the Commitment Party on a non-confidential basis from a source (other than the Borrower or any of its affiliates, advisors, members, directors, employees, agents or other representatives) not known by the Commitment Party to be prohibited from disclosing such information to the Commitment Party by a legal, contractual or fiduciary obligation to the Borrower or its affiliates and (c) to the extent that such information was already in the Commitment Party’s possession from a source other than the Borrower or any of its affiliates, advisors, members, directors, employees, agents or other representatives or is independently developed by the Commitment Party without the use of or reference to any such confidential information; provided, however, that nothing herein will prevent the Commitment Party from disclosing any such information (i) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law, rule, regulation or compulsory legal process (in which case, except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority, such person agrees to inform you promptly thereof to the extent not prohibited by law), (ii) upon the request or demand of any regulatory authority or any self-regulatory authority having jurisdiction over such person or any of its affiliates, (iii) to such person’s affiliates and their respective officers, directors, partners, members, employees, legal counsel, independent auditors and other experts or agents who need to know such information and on a confidential basis, (iv) to potential and prospective Lenders, assignees, participants and any direct or indirect contractual counterparties to any swap or derivative transaction relating to the Borrower or its obligations under the Loan Facility, in each case, subject to such recipient’s agreement (which agreement may be in writing or by “click through” agreement or other affirmative action on the part of the recipient to access such information and acknowledge its confidentiality obligations in respect thereof pursuant to customary syndication practice) to keep such information confidential on substantially the terms set forth in this paragraph, (v) for purposes of establishing a “due diligence” defense, (vi) in connection with the exercise of any remedies hereunder or under the Fee Letter, and (vii) to market data collectors, similar service providers to the lending industry and service providers to the Commitment Party and the Lenders in connection with the administration and the management of the Loan Facility.

The obligations under the preceding paragraph shall remain in effect until the earlier of (i) one year from the date of this Commitment Letter and (ii) the Closing Date, at which time any confidentiality undertaking in the Loan Documents shall supersede this provision.

After the closing of the Transactions, the Commitment Party may, (i) place advertisements in periodicals and on the Internet as it may choose and (ii) circulate promotional materials in the form of a “tombstone” or “case study” (and, in each case, otherwise describe the names of any of you or your affiliates and any other information about the Transactions, including the amount, type and closing date of the Loan Facility).

The Commitment Party and/or its respective affiliates (each, collectively, a “Financial Institution”) is a full service financial institution engaged, either directly or through affiliates, in a broad array of activities, including commercial and investment banking, financial advisory, market making and trading, investment management (both public and private investing), investment research, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage and other financial and non-financial activities and services globally. In the ordinary course of their various business activities, each Financial Institution, and funds or other entities in which such Financial Institution invests or with which such Financial Institution co-invests, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers. In addition, each Financial Institution may at any time communicate independent recommendations and/or publish or express independent research views in respect of such assets, securities or instruments. Any of the aforementioned activities may involve or relate to assets, securities and/or instruments of the Borrower, its subsidiaries and/or other entities and persons which may (i) be involved in transactions arising from or relating to this Commitment Letter or (ii) have other relationships with the Borrower, its subsidiaries and its or their affiliates. In addition, each Financial Institution may provide investment banking, commercial banking, underwriting and financial advisory services to such other entities and persons. The arrangement contemplated by this Commitment Letter may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph, and employees working on the financing contemplated hereby may have been involved in originating certain of such investments and those employees may receive credit internally therefor. Although each Financial Institution, in the course of such other activities and relationships, may acquire information about the transaction contemplated by this Commitment Letter or other entities and persons which may be the subject of the financing contemplated by this Commitment Letter, no Financial Institution shall have any obligation to disclose such information, or the fact that it is in possession of such information, to the Borrower or to use such information on the Borrower’s behalf.

Consistent with each Financial Institution’s policies to hold in confidence the affairs of its customers, no Financial Institution will furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter to any of its other customers. Furthermore, you acknowledge that none of the Financial Institutions or any of their respective affiliates has an obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained or that may be obtained by them from any other person.

Each Financial Institution may have economic interests that conflict with those of the Borrower, its equity holders and/or its affiliates. You agree that the Commitment Party will act under this Commitment Letter as an independent contractor and that nothing in the Letters or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Commitment Party on the one hand, and the Borrower, its equity holders or its affiliates, on the other hand. You acknowledge and agree that the transactions contemplated by the Letters (including the exercise of rights and remedies hereunder and under the Fee Letter) are arm’s-length commercial transactions between the Commitment Party, on the one hand, and the Borrower, on the other, and in connection therewith and with the process leading thereto, (i) the Commitment Party has not assumed an advisory or fiduciary responsibility in favor of the Borrower, its equity holders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Financial Institution has advised, is currently advising or will advise the Borrower, its equity holders or its affiliates on other matters) or any other obligation to the Borrower, except the obligations expressly set forth in the Letters and (ii) the Commitment Party is acting solely as a principal and not as the agent or fiduciary of the Borrower, its management, equity holders, affiliates, creditors or any other person. The Borrower acknowledges and agrees that it has consulted its own legal

and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of Holdings and the Borrower agrees that it will not assert any claim (and hereby waives, to the extent permitted by law, any claim) that the Commitment Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Holdings or the Borrower, in connection with such transactions or the process leading thereto. In addition, the Commitment Party may employ the services of their respective affiliates in providing services and/or performing its obligations hereunder and may exchange with such affiliates information concerning Holdings and/or the Borrower and other companies that may be the subject of this arrangement, and such affiliates will be entitled to the benefits afforded to the Commitment Party hereunder.

In addition, please note that no Financial Institution provides accounting, tax or legal advice. Notwithstanding anything herein to the contrary, the Borrower (and each employee, representative or other agent of the Borrower) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Loan Facility and all materials of any kind (including opinions or other tax analyses) that are provided to the Borrower relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure will remain subject to the confidentiality provisions hereof (and the foregoing sentence will not apply) to the extent reasonably necessary to enable the parties hereto, their respective affiliates, and their respective affiliates’ directors and employees to comply with applicable securities laws. For this purpose, “tax treatment” means U.S. federal or state income tax treatment, and “tax structure” is limited to any facts relevant to the U.S. federal income tax treatment of the transactions contemplated by this Commitment Letter but does not include information relating to the identity of the parties hereto or any of their respective affiliates.

Furthermore, you acknowledge that the Commitment Party and its affiliates may have fiduciary or other relationships whereby the Commitment Party and its affiliates may exercise voting power over securities of various persons, which securities may from time to time include securities of the Borrower, potential lenders with respect of the Loan Facility or others with interests in respect of the Loan Facility. You acknowledge that the Commitment Party and its affiliates may exercise such powers and otherwise perform their functions in connection with such fiduciary or other relationships without regard to the Commitment Party’s relationship to you hereunder.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement by each party to negotiate in good faith the definitive documentation for the Loan Facility by the parties hereto in a manner consistent with this Commitment Letter.

The Initial Lender’s commitment and the Commitment Party’s agreements hereunder will terminate on 11:59 p.m. New York City time on October 31, 2022 unless the Closing Date shall have occurred on or prior to such date and time.

The provisions set forth under Sections 4, 6, 7 and 8 hereof and this Section 9 (other than any provision therein that expressly terminates upon execution of the Loan Documents) and the provisions of the Fee Letter (including the payment of the “Alternate Transaction Fee” (as defined in the Fee Letter)) will remain in full force and effect regardless of whether Loan Documents are executed and delivered and/or notwithstanding the expiration or termination of this Commitment Letter or our commitments and agreements hereunder and shall terminate in accordance with their terms.

Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

The Commitment Party hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and the requirements of the beneficial ownership certification required by 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), it, and each Lender, is required to obtain, verify and record information that identifies the Borrower and each Guarantor (as defined in Annex B), which information includes the name, address and tax identification number of the Borrower and each such Guarantor and other information that will allow the Commitment Party and each Lender to identify the Borrower and each such Guarantor in accordance with the Patriot Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the Patriot Act and is effective for the Commitment Party and each Lender.

This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or electronic transmission (including .pdf or .tif format) will be effective as delivery of a manually executed counterpart hereof. The Letters are the only agreements that have been entered into among the parties hereto with respect to the Loan Facility and set forth the entire understanding of the parties with respect thereto and supersede any prior written or oral agreements among the parties hereto with respect to the Loan Facility. This Commitment Letter is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the Indemnified Persons.

Please confirm that the foregoing is in accordance with your understanding by signing and returning to Whitehawk the enclosed copy of this Commitment Letter (together, if not previously executed and delivered, with the Fee Letter) on or before 5:00 p.m. New York City time on August 16, 2022 and making the Work Fee (as defined in the Fee Letter), whereupon the Letters will become binding agreements among us as set forth in the Letters. If the Letters have not been signed and returned as described in the preceding sentence by such date and time, this offer will terminate on such date and time. We look forward to working with you on this transaction.

(i) the Reference Rate plus the Applicable Margin; or

(ii) the Term SOFR Rate plus the Applicable Margin.

The Applicable Margin with respect to shall be 10% for Term SOFR Rate and 9% for Base Rate Loans.

The “Reference Rate” means the greatest of (a) the prime lending rate, (b) the Federal Funds Rate plus ½%, (c) the one month Term SOFR Rate plus 1 percentage point and (d) 3.0%.

The “Term SOFR Rate” defined customarily for a 1-month SOFR and to not be less than 2.0%.

Interest Payment Dates:    Monthly in arrears.

Commitment Fee:        As set forth in the Fee Letter.

Agency Fee:        As set forth in the Fee Letter

Default Rate:    At any time when an event of default has occurred and is continuing all amounts under the Loan Facility would bear interest at 3.0% above the interest rate otherwise applicable thereto.

1.The representations and warranties in the Loan Documents shall be true and correct in all material respects (or, in the case of any such representation and warranties already qualified by materiality, by “Material Adverse Change” or by “Material Adverse Effect”, true and correct in all respects).

2.Immediately following the transactions, neither Holdings, the Borrower nor any of their subsidiaries shall have any indebtedness for borrowed money or preferred equity, or any guarantees or liens in each case in respect thereof, other than the Loan Facility (or as permitted thereunder).

3.The Borrower and its subsidiaries shall have repaid in full, or taken assignment (which assignment must result in full extinguishment and termination of all obligations owed to “NYDIG” and “Bank Prov”) of, all obligations owed to “NYDIG” and “Bank Prov” and their affiliates and shall have obtained a release or assignment (which assignment must result in full extinguishment and termination of all obligations owed to and liens and security interests in favor of “NYDIG” and “Bank Prov”) of claims, liens and security interest held by “NYDIG” and “Bank Prov” and their affiliates (subject to exceptions for customary indemnities and similar obligations, which do not create any lien or security interests, in favor of such Persons).

4.The “Loan Documents” (which shall, in each case, be in accordance with the terms of the Commitment Letter and the Term Sheet) shall have been executed and delivered by the Loan Parties, including, without limitation, credit agreement, guaranties, mortgages, security agreements, pledge agreements, any intercreditor agreements, any fee letters and other customary documentation for transactions of this type; provided that with consent of the Commitment Party (not to be unreasonably withheld) mortgages, deposit account control agreements and other, similar security documents may be done on a post-closing basis. The Commitment Party shall have received the following: (a) customary legal opinions, (b) customary officers’ certificates, (c) good standing certificates (to the extent applicable) in the respective jurisdictions of organization of the Borrower and the Guarantors, (d) customary lien searches with respect to the Borrower and the Guarantors, (e) a solvency certificate substantially in the form set forth in Exhibit A attached to this Annex B certifying that Holdings and its subsidiaries, on a consolidated basis after giving effect to the transactions contemplated hereby, are solvent, (f) resolutions of the Borrower and the Guarantors, (g) certified charter documents of the Borrower and the Guarantors, (h) notice of borrowing, (i) customary evidence of insurance (and insurance endorsements, loss payee and additional insured certificates), (j) first priority security interest in all “Collateral”, (k) evidence of customary licenses (if applicable) and (l) duly executed Loan Documents executed by each person party thereto.

5.At least three business days prior to the Closing Date, Borrower and each of the Guarantors shall have provided to the Lenders the documentation and other information theretofore requested in writing by such Lenders at least 10 business days prior to the Closing Date that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

6.All fees payable to the Lenders, the Commitment Party and the Administrative Agent, on the Closing Date pursuant to the Commitment Letter and the Fee Letter and costs and expenses to the extent invoiced 2 business days prior to the Closing Date (or such shorter period of time as reasonably agreed by the Borrower) shall have been paid in cash to the extent due.

7.(a) The Loan Documents and the guarantees shall have been executed and be in full force and effect or substantially simultaneously with the initial borrowing under the Loan Facility, shall be executed and become in full force and effect and (b) all documents and instruments required to create and perfect the Administrative Agent’s security interests in the Collateral shall have been executed

and delivered by each Loan Party and, with respect to control agreements and “crypto” wallets, any applicable third-party, in each case, party thereto and, if applicable, be in proper form for filing, and none of the Collateral shall be subject to any other pledges, security interest or mortgages, except for the liens permitted under the Loan Documents, and the Administrative Agent for shall have received such evidence of the foregoing as they reasonably require; provided that with consent of the Commitment Party (not to be unreasonably withheld) mortgages, deposit account control agreements and other, similar security documents may be done on a post-closing basis.

8.From December 31, 2021 until the Closing Date, there have not been any changes, circumstances, events or effects that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect (it being understood that no Material Adverse Effect shall occur as a result of (x) any decrease in value or number of Bitcoin or any other “cryptocurrency” or (y) any decrease in the number of “miners” that are associated with financing arrangements with “NYDIG” as in effect on the date hereof for such cryptocurrencies).

9.Agreement upon sources and uses (including limitations upon expense reimbursement and other payments to Holdings, the Borrower and their affiliates). The Borrower shall have not less than $10 million in Liquidity.

10.Closing Date shall have occurred on or prior to October 31, 2022.

11.The Administrative Agent shall have received a customary officer’s certificate of each Loan Party, dated as of the Closing Date, confirming compliance with the conditions set forth in this Annex B, in form and substance reasonably acceptable to the Administrative Agent.

12.All material governmental and third party consents and approvals necessary in connection with the Loan Facility (including the granting and perfecting of the security interests with respect to the Collateral) and specified in the definitive documentation for the Loan Facility shall have been obtained, in form and substance reasonably satisfactory to the Administrative Agent, and be in full force and effect.

13.The Administrative Agent for such Debt Facility shall have received a loan request with respect to the Closing Date Loan three (3) business days prior to funding.

14.The Initial Lender shall have received the “warrants” specified in the Fee Letter.

15.The Administrative Agent shall have received the unaudited consolidated balance sheet of the Borrower as of June 30, 2022 and related unaudited statements of operations and cash flows for the six (6) month(s) then ended.

[Date]

This Solvency Certificate (this “Certificate”) is delivered pursuant to paragraph 4 of Annex B to the Commitment Letter, dated as of [__] (the “Commitment Letter”), by and among [__] (the “Borrower” or “you”), [___] (“Holdings”) and Whitehawk Capital Partners, L.P. (“Whitehawk”) and the [Credit Agreement] dated as of [___] among [___]. Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Commitment Letter [or the Credit Agreement, as applicable].

                          , the Chief Financial Officer of Borrower (after giving effect to the Transactions), DO HEREBY CERTIFY, on behalf of [_______] (“Holdings”), Borrower and their respective subsidiaries and not in any individual capacity, that as of the date hereof, after giving effect to the consummation of the Transactions:

1.The sum of the present debt and liabilities (including subordinated and contingent liabilities) of Holdings and its subsidiaries, on a consolidated basis, does not exceed the fair value of the present assets of Holdings and its subsidiaries, on a consolidated basis.

2.The present fair saleable value of the assets of Holdings and its subsidiaries, on a consolidated basis, is greater than the total amount that will be required to pay the debt and liabilities (including subordinated and contingent liabilities) of Holdings and its subsidiaries as they become absolute and matured.

3.The capital of Holdings and its subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business (taken as a whole) as contemplated on the date hereof and as proposed to be conducted following the Closing Date.

4.Holdings and its subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts or other liabilities including current obligations, beyond their ability to pay such debts or other liabilities as they become due (whether at maturity or otherwise).

5.For purposes of this Certificate, the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that would reasonably be expected to become an actual or matured liability.

6.The undersigned is familiar with the business and financial position of Holdings and its subsidiaries. In reaching the conclusions set forth in this Certificate, the undersigned has made such other investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by Holdings and its subsidiaries after consummation of the transactions contemplated by the Commitment Letter.