Exhibit 10.1

  

  
    EXCHANGE AGREEMENT

     

    This Exchange Agreement (the “Agreement”) executed as of
      December 30, 2022 by and among Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”), and each of the holders named on the executed signature pages hereto
      (collectively, the “Holders”) sets forth the terms and conditions upon which the Company will issue an aggregate of 23,102 shares (the “Shares”) of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), containing the
      rights, powers and privileges as set forth on Exhibit A hereto (the “Certificate of Designation”), in exchange for the cancellation of $17,893,750.00 of the principal and accrued
      interest outstanding under the Amended and Restated 10.0% Notes due February 15, 2023, as amended, by and between the Company and each of the Holders (the “Exchanged Notes,” and
      such principal and interest representing all of the amounts thereunder owed to the Holders, the “Debt”).

     

    Section
        1.          Exchange.  On the terms and subject to the conditions of this Agreement and in
        reliance upon the representations, warranties and agreements contained herein, the Holders, severally and not jointly, agree to exchange such Holder’s Exchanged Notes, and to release all security interest, liens, guarantees and other rights and
        interests related thereto and deem the Debt to be paid in full and such Holder’s Exchanged Notes terminated, in consideration of and in exchange for issuance by the Company to such Holder of the number of Shares set forth on such Holder’s signature
        page hereto.  Upon satisfaction or waiver, if applicable, of the terms and subject to the conditions of this Agreement, at Closing (as defined below) (i) the Company shall issue the Shares in such amount as set forth on each Holder’s signature page
        hereto and reflect such issuance in the Company’s books and records, and (ii) the amount of Debt as set forth on each Holder’s signature page hereto shall be immediately, automatically and irrevocably canceled and all obligations thereunder shall
        be extinguished and terminated. From the date hereof through the Closing or earlier termination of this Agreement pursuant to Section 8 hereto, no principal or interest shall become due
        or payable with respect to such Exchanged Notes. Immediately after Closing, each of the Holders acknowledge and agree that all guaranties of the Exchanged Notes shall be terminated in connection with the transactions contemplated by this Agreement.

     

    Section 2.          Closing; Conditions to Closing.  The
      closing of the transactions contemplated by this Agreement (the “Closing”) shall occur as promptly as reasonably practicable upon satisfaction or waiver, if applicable, of the
      conditions set forth in this Section 2, and in no event later than the Outside Date (as defined below), or such later date as the Company and the Holders of a majority of the aggregate outstanding principal amounts under the Exchanged Notes
      shall determine by mutual written agreement. The obligations of Company and the Holders hereunder to consummate the transactions contemplated by this Agreement are subject to the satisfaction of each of the following conditions:

     

    	

          	(a)	
            Each of the representations and warranties of each of the Holders and the Company contained in Sections 3 and 4, respectively, of this Agreement shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of
              the Closing.

          


     

    	

          	(b)	
            Each of the Company and each of the Holders shall in all material respects have performed, satisfied and complied with all of its respective covenants, agreements and conditions contained in this
              Agreement that are required to be performed, satisfied or complied with by it on or before the Closing.

          


     

    	

          	(c)	
            Within ten calendar days of the date first written above, the Company shall have solicited and obtained the requisite written consent of its stockholders (the “Majority Stockholder Approval”) to approve (i) the adoption and filing with the Secretary of State of the State of Delaware the Certificate of Designation and the subsequent issuance of the Shares, and
              (ii) issuances of more than 20% of the Company’s outstanding shares of Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), and Class V common
              stock, $0.0001 par value per share (the “Class V Common Stock” and together with the Class A Common Stock, the “Common Stock”), upon the conversion of the Series C Preferred Stock, exercise of the Pre-Funded Warrants (as defined below) and exercise of the prior warrants issued by the Company to each of the Holders on each of May 15,
              2022, August 16, 2022 and November 15, 2022, as required by Nasdaq Listing Rules 5635(b) and 5635(d). Upon receipt of the Majority Stockholder Approval, the Company shall have within ten calendar days prepared and caused to be filed a
              preliminary information statement in accordance with the requirements of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
                Act”), and, once cleared through the U.S. Securities and Exchange Commission (the “SEC”) or the SEC shall not have indicated an intent to comment or commented on
              such information statement within ten calendar days of such filing, as applicable, shall have immediately after such clearance or expiration of such ten calendar day period, as applicable, filed and mailed a definitive information statement
              in accordance with the requirements of the rules and regulations promulgated under the Exchange Act.

          


     

    
      
        


    

    
    	

          	(d)	
            The Majority Stockholder Approval shall become effective.

          


     

    	

          	(e)	
            The Company shall have obtained the receipt of any and all government and other necessary consents in connection with the transactions contemplated by this Agreement.

          


     

    	

          	(f)	
            The Certificate of Designation shall have been filed with and accepted by the Secretary of State of the State of Delaware.

          


     

    	

          	(g)	
            The Company shall have paid all legal fees and expenses, including, without limitation, the reasonable and documented legal fees and expenses (excluding taxes) incurred by Adage Capital Partners, LP
              in connection only with the transactions contemplated by this Agreement.

          


     

    	

          	(h)	
            The Company and the Holders shall have executed and delivered a Registration Rights Agreement in a form to be mutually agreed to by the Company and the Holders.

          


     

    	

          	(i)	
            The Class A Common Stock shall continue to be listed, or the Company shall have used its commercially reasonable efforts to ensure such continued listing, on The Nasdaq Global Market.

          


     

    	

          	(j)	
            Within fifteen calendar days of the date first written above, or if such approval as further described below is not obtained after fifteen calendar days of the date first written above, as soon as
              reasonably practicable thereafter with the prior written consent of each of the Holders, the transactions contemplated by this Agreement shall have been approved by The Nasdaq Stock Market LLC and The Nasdaq Stock Market LLC shall not have
              notified the Company of any issues relating to compliance with its listing rules in connection with the transactions contemplated by this Agreement that shall not have been resolved or requested any additional information that shall not have
              been provided.

          


     

    	

          	(k)	
            Neither the Company nor any of its subsidiaries shall (i) have experienced a Material Adverse Effect, (ii) have an order for relief entered with respect to it, (iii) have commenced a voluntary case
              under the U.S. bankruptcy code or under any other similar law now or hereafter in effect, (iv) have consented to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under
              any such law, (v) have consented to the appointment of or taking possession by a receiver, manager, trustee, examiner or other custodian for all or a substantial part of its property or (vi) have made any assignment for the benefit of
              creditors.

          


     

    	

          	(l)	
            The Company shall remain an SEC-registered public company and shall continue to file reports under the Exchange Act, and the rules and regulations promulgated thereunder.

          


     

    
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          	(m)	
            On or prior to the Closing, each Holder shall deliver to the Company a duly executed and properly completed Internal Revenue Service Form W-9 certifying as to a complete exemption from backup
              withholding.

          


     

    	

          	(n)	
            The Company shall issue the Shares in such amount as set forth on each Holder’s signature page hereto and deliver evidence thereof to each Holder.

          


     

    	

          	(o)	
            The Debt representing all of the amounts owed to the Holders shall be canceled in exchange for the Shares.

          


     

    	

          	(p)	
            At the Closing, the Company shall deliver to each Holder a certificate, signed by an authorized officer of the Company, certifying that the representations, warranties and covenants of the Company
              set forth in Section 2(a) and Section 2(b) have been satisfied.

          


     

    	

          	(q)	
             At the Closing, each of the Holders shall deliver to the Company a certificate, signed by an authorized officer of such Holder, certifying that the representations, warranties and covenants of such
              Holder set forth in Section 2(a) and Section 2(b) have been satisfied.

          


     

    Section 3.          Representations and Warranties of the Holders.  Each
      Holder, severally and not jointly, represents and warrants on behalf of itself to the Company, as of the date hereof and as of the date of Closing, that:

     

    	

          	(a)	
            The execution, delivery and performance by the Holder 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 the Holder and have been duly authorized by all necessary action on the part of the Holder and no further consent,
              approval or authorization is required by the Holder or its equity owners in order for the Holder to perform its obligations hereunder or thereunder and consummate the transactions contemplated hereby and thereby, including, without
              limitation, the cancellation of the Debt and acceptance of the Shares as contemplated hereunder, and this Agreement constitutes (and the other Transaction Documents to which it is a party will constitute) a valid and binding agreement of the
              Holder, enforceable in accordance with its terms, except  as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement or creditors’ rights generally or  as limited
              by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

          


     

    	

          	(b)	
            The execution, delivery and performance by the Holder 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 the Holder.

          


     

    	

          	(c)	
            The execution, delivery and performance by the Holder of this Agreement, the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, do
              not and will not violate (i) the certificate of formation (or similar constituent document) or limited liability company agreement (or similar constituent document) of the Holder, (ii) any material agreement to which the Holder is a party or
              by which the Holder or any of its property or assets is bound or (iii) any law, rule, regulation, judgment, injunction, order or decree applicable to the Holder.

          


     

    	

          	(d)	
            The Holder is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (the “Securities
                Act”), and an institutional investor with such knowledge, sophistication and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, the pre-funded warrants in
              the form as set forth on Annex B to the Certificate of Designation attached as Exhibit A hereto, which may be issued by the Company to the Holders upon conversion of the Shares (the
              “Pre-Funded Warrants”), and the shares of Class A Common Stock that may be received upon conversion of the Shares or the Pre-Funded Warrants (the “Conversion Shares,” and, collectively with the Shares and the Pre-Funded Warrants, the “Offered Securities”).
              The Holder acknowledges that it understands the risks inherent in an investment in the Offered Securities and that it has the financial ability to fend for itself and bear the economic risk of, and to afford the entire loss of, its investment
              in the Offered Securities.

          


     

    
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          	(e)	
            Neither the Holder, nor, to its knowledge, any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder
              (i) engaged in any general solicitation or (ii) published any advertisement in connection with the offer and sale of the Offered Securities.

          


     

    	

          	(f)	
            The Holder understands that its investment in the Offered Securities being acquired by the Holder from the Company involves a high degree of risk. The Holder understands that no U.S. federal or state
              agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Offered Securities being acquired by the Holder from the Company. The Holder represents and warrants that it has read and
              understands the risk factors relating to the Company set forth in the Company’s filings with the SEC prior to the date hereof (the “Company SEC Filings”), under the
              respective “Risk Factors” heading.

          


     

    	

          	(g)	
            The Holder has made its own independent inquiry as to the legal, tax and accounting aspects of the transactions contemplated by this Agreement, and the Holder has not relied on the Company, the
              Company’s legal counsel or the Company’s accounting advisors for legal, tax or accounting advice in connection with the transactions contemplated by this Agreement. The Holder has determined based on its own independent review and due
              diligence investigation of the Company and such professional advice as it deems appropriate that the transactions contemplated by this Agreement, including the cancellation of the Debt and the acquisition and ownership of the Offered
              Securities  is consistent with its financial needs, objectives and condition,  complies and is consistent with all investment policies, guidelines and other restrictions applicable to the Holder, and  is a fit, proper and suitable investment
              for the Holder, notwithstanding the substantial risks inherent in such transactions, including investing in or holding the Offered Securities.

          


     

    	

          	(h)	
            The Holder acknowledges that  it has access to and has reviewed the Company SEC Filings to the extent it deems necessary and appropriate to make an investment decision regarding the transactions
              contemplated in this Agreement and  it is relying only upon its own independent review and due diligence investigation of the Company and its review of the information contained in the Company SEC Filings and the representations and
              warranties of Company in this Agreement and it is not relying upon any other information furnished by the Company or any of its officers, directors or representatives. The Holder represents that it has had an opportunity to discuss the
              Company’s business, management, financial affairs with the Company’s management and to obtain any additional information it deemed necessary. Holder represents that it has been furnished with all materials and information requested by either
              Holder or others representing the Holder. The Holder understands and acknowledges that there may exist material non-public information regarding the Company and its business, prospects and liquidity position that has not been disclosed by the
              Company in the Company SEC Filings and, unless the Holder expressly requested such information, has not been furnished to the Holder. The Holder understands that its acquisition of the Offered Securities involves a high degree of risk.

          


     

    	

          	(i)	
            The Holder covenants that neither it nor any person acting on behalf of or pursuant to any understanding with it will engage in any transactions in the securities of Company (including “short sales,”
              as defined in Rule 200 of Regulation SHO under the Exchange Act) prior to the time that the transactions contemplated by this Agreement are publicly disclosed by the Company.

          


     

    
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          	(j)	
            There is no investment banker, broker, finder or other intermediary which has been retained by, will be retained by or is authorized to act on behalf of the Holder who might be entitled to any fee or
              commission from Company or the Holder upon consummation of the transactions contemplated by this Agreement.

          


     

    	

          	(k)	
            The Holder understands that the Offered Securities have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the
              Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s representations as expressed herein. The Holder understands that the Offered Securities are “restricted
              securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Holder must hold the Offered Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an
              exemption from such registration and qualification requirements is available. The Holder acknowledges that the Company has no obligation to register or qualify the Offered Securities for resale except as may be set forth in the Registration
              Rights Agreement. The Holder represents that it is familiar with Rule 144 promulgated under the Securities Act or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such rule (“Rule 144”), and understands the resale limitations imposed thereby and by the Securities Act. The Holder further acknowledges that if an exemption from registration or
              qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding periods for the Offered Securities, and on requirements relating to the Company which are
              outside of the Holder’s control, and which the Company is under no obligation and may not be able to satisfy.

          


     

    	

          	(l)	
            The Holder understands that the Offered Securities may be notated with one or all of the following legends:

          


     

    	

          	(i)	
            “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.”

          


     

    	

          	(ii)	
            Any legend required by the securities laws of any state to the extent such laws are applicable to the Offered Securities, represented by the certificate, instrument, or book entry so legended.

          


     

    	

          	(m)	
            The Holder understands that no public market now exists for the Shares, and that the Company has made no assurances that a public market will ever exist for the Shares.

          


     

    	

          	(n)	
            The Holder represents and warrants that (i) it is the legal and beneficial owner of the Exchanged Note (and the related Debt) issued to it by the Company and (ii) such Exchanged Note is free and
              clear of any lien, encumbrance or other adverse claim.

          


     

    Section 4.          Representations and Warranties of the Company.  The Company represents and warrants to the Holder, as of the date
      hereof and as of the date of Closing, that:

     

    	

          	(a)	
             The Company has the authorized capitalization as set forth in the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Company SEC Filings. Except as described in the Company SEC Filings, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or
              instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, or agreement relating to the issuance of any capital stock of the
              Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; and, except as otherwise disclosed in the Company SEC Filings, all the outstanding shares of capital stock or other
              equity interests of each subsidiary owned, directly or indirectly, by the Company are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any
              other similar claim of any third party.

          


     

    
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          	(b)	
            Each of the Company and its subsidiaries has been duly organized and is validly existing as a corporation or other legal entity, as applicable, in good standing (or its equivalent) under the laws of
              its jurisdiction of incorporation or organization. Each of the Company and its subsidiaries is duly qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction in which its ownership or
              lease of its properties or the conduct of its business requires such qualification and has all corporate power and authority necessary to own or hold its properties and to conduct the businesses in which each is engaged as described in the
              Company SEC Filings, except where the failure to so qualify or have such power or authority would not reasonably be expected to have a Material Adverse Effect (as defined below) or a material adverse effect on the ability of the Company to
              perform its obligations under, and consummate the transactions contemplated by, this Agreement.

          


     

    “Material Adverse Effect” means any material adverse
      effect, change, event, occurrence, circumstance or development (“Effect”) in or on the business, properties, financial condition, results of operations or prospects of the
      Company and its consolidated subsidiaries taken as a whole, provided that, in no event shall any of the following Effects, alone or in combination, or any Effect to the extent
      any of the foregoing results from any of the following, be taken into account in determining whether there shall have occurred a Material Adverse Effect: (i) changes in general business, economic or political conditions in the United States or any
      other country or region in the world; (ii) conditions in the financial, credit, banking, capital or currency markets in the United States or any other country or region in the world, or changes therein, including (a) changes in interest rates in the
      United States or any other country and changes in exchange rates for the currencies of any countries and (b) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or
      over-the-counter market operating in the United States or any other country or region in the world; (iii) changes in conditions in the industries in which the Company conducts business, including changes in conditions in the crypto asset industry
      generally or the Bitcoin mining industry generally; (iv) changes in political conditions in the United States or any other country or region in the world; (v) acts of hostilities, war, sabotage or terrorism, including cyber-terrorism (including any
      outbreak, escalation or general worsening of any such acts) in the United States or any other country or region in the world; (vi) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural or man-made disasters or
      acts of God or weather conditions in the United States or any other country or region in the world, or any escalation of the foregoing; (vii) the entry into or the announcement, pendency or performance of this Agreement or the Transaction Documents
      or the consummation of the transactions contemplated hereby or thereby, including (a) by reason of any communication by the Company or any of its affiliates regarding the plans or intentions of the Company with respect to the conduct of the business
      of the Company following the Closing and (b) the impact of any of the foregoing on any relationships, contractual or otherwise, with customers, franchisors, managers, lenders, suppliers, tenants, vendors, business partners, employees or any other
      Persons (provided that this clause (vii) shall not apply for purposes of Section 4(b) or Section 4(c)); (viii) the taking of any
      action expressly required by this Agreement or the Transaction Documents or the failure to take any action expressly prohibited by this Agreement or the Transaction Documents (provided that this clause (viii) shall not apply for purposes of Section 4(b) or Section 4(c)); (ix) changes in Law (as defined below) or other legal or regulatory conditions (or the interpretation
      thereof); or (xii) changes in the generally accepted accounting principles in the United States or other accounting standards (or the interpretation thereof); provided, however, that to be excluded under the subsections above (other than subsection (vii) or subsection (viii)) such Effect may not disproportionately affect, as compared to others in
      the industry in which the Company or its subsidiaries are operated, the business, properties, financial condition, results of operations or prospects of the Company and its consolidated subsidiaries as a whole.

     

    
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          	(c)	
            Assuming satisfaction of all conditions to Closing specified herein, the execution, delivery and performance of this Agreement, the Transaction Documents and the consummation of the transactions
              contemplated hereby and thereby do not and will not conflict or result in a breach of or violation of or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any assets or properties of
              the Company or any of its subsidiaries pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by
              which it or any of them may be bound or to which any of the assets or properties of the Company or any of its subsidiaries is subject, which has not been waived or the result of which could reasonably be expected, individually or in the
              aggregate, to have a Material Adverse Effect, nor will such action result in any violation of  the provisions of the Certificate of Incorporation or the Amended and Restated Bylaws of the Company or similar organizational documents of any of
              its subsidiaries or  any applicable law or statute or any order, rule, regulation or judgment of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or
              operations (each, a “Law”), except, with respect to (ii) above, for any such violations that could not, individually or in the aggregate, reasonably be expected
              to have a Material Adverse Effect.

          


     

    	

          	(d)	
            The Company has the full legal right, power and authority to execute and deliver, and perform its obligations under this Agreement, the Transaction Documents and the transactions contemplated hereby
              and thereby. This Agreement, the Transaction Documents and the transactions contemplated hereby and thereby have been duly authorized, executed and delivered by the Company, and when executed and delivered, assuming due authorization,
              execution and delivery by each Holder party thereto, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency,
              moratorium, reorganization, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity or at law).

          


     

    	

          	(e)	
            The reports of the Company required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the 12 months preceding the date of this
              Agreement did not, at the time they were filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
              under which they were made, not misleading; provided, however, that information disclosed in
              such reports shall be deemed to be modified by information disclosed in subsequently filed reports filed before the date of this Agreement.

          


     

    	

          	(f)	
            As of the date hereof, the Company is unaware of any item requiring disclosure by the Company to the public on a Current Report on Form 8-K under the Exchange Act and does not currently intend to
              disclose any item to the public on a Current Report on Form 8-K under the Exchange Act with respect to events or other matters that would reasonably be expected to have a material adverse effect on the trading price of the Common Stock,
              except for the filing of a Current Report on Form 8-K (i) for this Agreement and the transactions described herein as described in Section 7(c) and (ii) that provides an operational
              update and discloses the Company’s liquidity position after giving effect to this Agreement and the transactions described herein; provided, however, the Company may in
              the future be required or deem it necessary to file additional Current Reports on Form 8-K to report material events or provide operational updates in order to satisfy its disclosure obligations.

          


     

    
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          	(g)	
            Neither the Company, nor, to its knowledge, any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (i)
              engaged in any general solicitation or (ii) published any advertisement in connection with the offer and sale of the Offered Securities.

          


     

    	

          	(h)	
            The Shares, when issued and delivered in exchange for the cancellation of the Debt in accordance with the terms and for the consideration set forth in this Agreement, and upon effectiveness of the
              Majority Stockholder Approval and filing and acceptance of the Certificate of Designation with the Secretary of State of the State of Delaware, will be duly and validly authorized and issued, fully-paid and non-assessable, free and clear of
              all encumbrances, liens, equities or claims and any preemptive or similar rights.  The Pre-Funded Warrants that may be issued upon conversion of the Shares upon issuance will be duly and validly authorized, free and clear of all encumbrances,
              liens, equities or claims and any preemptive or similar rights. The shares of Class A Common Stock that may be issued upon conversion of the Shares or the exercise of any Pre-Funded Warrants have been duly reserved for issuance, and upon
              issuance in accordance with the terms of the Certificate of Designation or Pre-Funded Warrants, as applicable, will be duly and validly authorized and issued, fully-paid and non-assessable, free and clear of all encumbrances, liens, equities
              or claims and any preemptive or similar rights.

          


     

    	

          	(i)	
            The Company is not, and has not been, an issuer described in Rule 144(i)(1) under the Securities Act.

          


     

    	

          	(j)	
            There is no investment banker, broker, finder or other intermediary which has been retained by, will be retained by or is authorized to act on behalf of the Company who would be entitled to any fee
              or commission from Company or each of the Holders for soliciting the exchange upon consummation of the transactions contemplated by this Agreement.

          


     

    	

          	(k)	
            The Class A Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect
              of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration.

          


     

    Section 5.          Tax Matters.

     

    	

          	(a)	
            For U.S. federal and applicable state and local income tax purposes, the Company and the Holders hereby acknowledge and agree (i) that notwithstanding the form of the Exchanged Notes, the Exchanged
              Notes are treated as equity of the Company and (ii) to file all tax returns consistent with the tax treatment described in clause (i).

          


     

    	

          	(b)	
            The Company and its paying agent shall be entitled to deduct or withhold taxes on all payments or deemed payments (including constructive distributions) on the exchange of the Exchanged Notes for the
              Shares, the Shares, the Conversion Shares and the Pre-Funded Warrants to the extent required by law. The Company and its paying agent shall be entitled to satisfy any required withholding tax on non-cash payments (including deemed payments)
              to a Holder through any sale of all or a portion of the Shares or the Conversion Shares or the Pre-Funded Warrants received by such Holder as dividends or upon conversion of the Shares or the Pre-Funded Warrants or otherwise owned by such
              Holder.  To the extent such amounts are so deducted or withheld and paid over to the applicable taxing authority, such amounts shall be treated for all purposes as having been paid to the Holder to whom such amounts would otherwise have been
              paid absent such deduction or withholding.

          


     

    
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      Section
          6.          Exempt Transaction.

    

     

      

    	

          	(a)	
            Each Holder understands that the exchange of the Exchanged Notes for the Shares hereby is intended to be exempt from
              registration under Section 3(a)(9) of the Securities Act, which exemption depends upon, among other things, the accuracy of the Holder’s representations expressed herein.

          


     

    	

          	(b)	
            Each Holder represents and warrants to the Company that it did not purchase the Exchanged Notes with a view to, or for sale in connection with, any distribution of the Shares issuable upon exchange
              of the Exchanged Notes in violation of the Securities Act or other securities laws.

          


     

    	

          	(c)	
            Each Holder represents and warrants to the Company that  to the knowledge of the Holder, no commission or other remuneration has been or will be paid or given, directly or indirectly, for soliciting
              the transactions contemplated hereby, and  the Company did not, and to the knowledge of the Holder, no person acting on behalf of the Company did, solicit the Holder with respect to this disposition of the Exchanged Notes.

          


     

    	

          	(d)	
            Each Holder represents and warrants to the Company that the Holder is not, and has not been in the preceding three months, an “affiliate” of the Company as such term is defined in Rule 144 under the
              Securities Act, nor to the knowledge of the Holder did the Holder acquire the Exchanged Notes within one year from the date of this Agreement from a person that was an affiliate of the Company.

          


     

    	

          	(e)	
            The Company represents and warrants to each Holder that (i) no commission or other remuneration has been or will be paid or given, directly or indirectly, for soliciting the transactions contemplated
              hereby, and (ii) the Company did not, and no person acting on behalf of the Company did, solicit the Holder with respect to this disposition of the Exchanged Notes.

          


     

    	

          	(f)	
            Each Holder understands that the Shares have not been registered under the Securities Act, and are being issued hereunder in reliance upon a specific exemption from the registration provisions of the
              Securities Act afforded by Section 3(a)(9) of the Securities Act.  Under current interpretations of the SEC, securities that are obtained in a Section 3(a)(9) exchange generally assume the same character (i.e., restricted or unrestricted) as
              the securities that have been surrendered.

          


     

    Section
        7.          Certain Covenants.

     

    	

          	(a)	
            As of the Closing or promptly after termination of this Agreement other than pursuant to Section 8(d), the Company shall pay in full all
              legal fees and expenses, including, without limitation, the reasonable and documented legal fees and expenses (excluding taxes) incurred by Adage Capital Partners, LP and incurred prior to the Closing or promptly after termination of this
              Agreement other than pursuant to Section 8(d), as notified by Adage Capital Partners, LP to the Company at least one calendar day prior to the Closing or within two business days
              after termination, as applicable. The Company shall also pay all amounts due under Section 8(a) when so required under Section 8(a).

          


     

    	

          	(b)	
            During the period commencing on the date of this Agreement and ending on the Closing, (a) the Company will use commercially reasonable efforts to (i) conduct its business in the ordinary course of
              business and (ii) preserve intact its existence and business organization, permits, goodwill and present business relationships with all material customers, suppliers, licensors, distributors and others having significant business
              relationships with the Company, in the case of clause (ii) above, in all material respects, and, in the case of clause (i) and clause (ii) above, excluding any transactions contemplated hereby, and (b) the Company shall not, without the prior
              written consent of each of the Holders, take any action that would have required the consent or approval of the holders of Series C Preferred Stock under the Certificate of Designation had the Certificate of Designation become effective (and
              the Series C Preferred Stock issued to the Holders) as of the date of this Agreement.

          


     

    
      9

      
        


    

    	

          	(c)	
            The Company covenants and agrees to file a Current Report on Form 8-K with the SEC containing the applicable disclosure regarding this Agreement and the transactions contemplated hereby required by a
              Current Report on Form 8-K for material agreements and transactions of this type and the operational update and liquidity disclosure referred to in Section 4(f) on such Current
              Report on Form 8-K not later than 9:00 am Eastern Time on the business day following the execution of this Agreement.

          


     

    	

          	(d)	
            The Company covenants and agrees with the Holders that from and after the execution of this Agreement until the Closing, it shall not negotiate with any party regarding, or consummate, any exchange
              of any of the Company’s debt or equity securities other than as expressly contemplated by this Agreement.

          


     

    	

          	(e)	
            The Company covenants and agrees to deliver the executed Transaction Documents to the Company’s representative at The Nasdaq Global Market within two business days of the date of this Agreement and
              to promptly begin discussions with such representative regarding approval of the transactions contemplated by this Agreement by The Nasdaq Global Market.

          


     

    	

          	(f)	
            Each of the parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or
              advisable under applicable law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Company and each Holder shall use its commercially reasonable efforts to make
              all filings and obtain all consents of governmental authorities that may be necessary or, in the reasonable opinion of the Holders or the Company, as the case may be, advisable for the consummation of the transactions contemplated by this
              Agreement and the Transaction Documents.

          


     

    	

          	(g)	
            Prior to Closing, the Company shall submit an application for the listing of the Class A Common Stock underlying the Offered Securities to The Nasdaq Global Market, and the Company shall use
              commercially reasonable efforts to ensure that The Nasdaq Global Market shall have provided a notification to the Company confirming that its review process has been completed.

          


     

    Section 8.          Termination. This Agreement may be
      terminated:

     

    	

          	(a)	
            by either the Company, on the one hand, or the Holders of a majority of the aggregate outstanding principal amounts under the Exchange Notes, on the other hand, upon written notice of termination to
              the other parties, if the Closing has not occurred on or before February 20, 2023, (the “Outside Date”) and such principal and accrued interest outstanding under the
              Exchanged Notes shall become due on the Outside Date; provided, that the right to terminate this Agreement pursuant to this Section 8(a) shall not be available to a party if the inability to satisfy any of the conditions to Closing was due primarily to the failure of such party to perform any of its obligations under this Agreement;

          


     

    	

          	(b)	
            by either the Company, on the one hand, or the Holders of a majority of the aggregate outstanding principal amounts under the Exchange Notes, on the other hand, if a statute, rule, order, decree or
              regulation shall have been enacted or promulgated, or if any action shall have been taken by any governmental authority of competent jurisdiction which permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the
              transactions contemplated by this Agreement or makes the transactions contemplated by this Agreement illegal;

          


     

    	

          	(c)	
            by the Holders of a majority of the aggregate outstanding principal amounts under the Exchange Notes, upon written notice of termination to the Company, if (A) the Company has breached or failed to
              perform any of its covenants or other agreements contained in this Agreement to be complied with by it such that the Closing condition set forth in Section 2(b) would not be
              satisfied, (B) there exists a breach of any representation or warranty of the Company contained in Section 4 of this Agreement such that the Closing condition set forth in Section 2(a) would not be satisfied, and in the case of each of clauses (A) and (B) above, such breach, failure to perform or failure to satisfy such Closing condition, as applicable,
              (x) has not been waived by the Holders of a majority of the aggregate outstanding principal amounts under the Exchange Notes or cured on or before the earlier of 10 calendar days after receipt by the Company of written notice thereof or the
              Outside Date or (y) is incapable of being cured by the Company by the Outside Date, or (C)(1) the Company shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any
              other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the
              appointment of or taking possession by a receiver, manager, trustee, examiner or other custodian for all or a substantial part of its property or shall make any assignment for the benefit of creditors, or (2) the Company shall be unable, or
              shall fail generally, or shall admit in writing its inability, to pay its debts or obligations when due; or

          


     

    
      10

      
        


    

    	

          	(d)	
            by the Company, upon written notice of termination to the Holders, if (A) Holders of a majority of the aggregate outstanding principal amounts under the Exchange Notes have breached or failed to
              perform any of its covenants or other agreements contained in this Agreement to be complied with by them such that the Closing condition set forth in Section 2(b) would not be
              satisfied, (B) there exists a breach of any representation or warranty of a Holder contained in Section 3 of this Agreement such that the Closing condition set forth in Section 2(a) would not be satisfied, and in the case of each of clauses (A) and (B) above, such breach, failure to perform or failure to satisfy such Closing condition, as applicable,
              (x) has not been waived by the Company or cured on or before the earlier of 10 calendar days after receipt by the Holders of written notice thereof or the Outside Date or (y) is incapable of being cured by the Holders by the Outside Date.

          


     

    Section
        9.          Indemnification. 
        The Company and each of the Guarantors (as defined in the Exchanged Notes) agree, jointly and severally, to indemnify the Holders and each Related Party of any of the foregoing persons (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and to advance funds and to reimburse each Indemnitee upon request from time to time with respect to, any and all losses, claims, damages,
        liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any one counsel for each Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Company or
        any of its affiliates arising out of, in connection with, or as a result of, any actual, threatened or prospective claim, litigation, investigation or proceeding relating to (i) the execution or delivery of this Agreement, any other Transaction
        Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or (ii)
        any Offered Securities, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any of its affiliates, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity
        shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the
        gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company against an Indemnitee for breach in bad faith of such Indemnitee’s material obligations hereunder or under any other Transaction Document,
        if the Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. “Related Parties” means, with
        respect to any person, such person’s affiliates and the partners, directors, officers, employees, agents and advisors of such person and of such person’s affiliates. This covenant shall survive any termination of this Agreement.  The remedies
        provided for herein are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.

     

    
      11

      
        


    

    
      Section
          10.          Notices.  All
          notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

    

     

      

    if to the Company, to:

    

    

    Stronghold Digital Mining, Inc.

    595 Madison Avenue, 28th Floor

    New York, New York 10022

    Attention: General Counsel

    Email: matt.usdin@strongholddigitalmining.com

    

    

    with a copy to:

    

    

    Vinson & Elkins LLP

    901 East Byrd Street, Suite 1500,

    Richmond, VA 23219,

    Attention: Daniel LeBey

    Email: dlebey@velaw.com

    

    

    and if to a Holder, to the contact information set forth on such Holder’s signature page hereto,

    

    

    or to such other address or telecopy number 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.

     

    Section
        11.          Confidentiality. 
        Each of Company and each Holder represents that it has not disclosed any information regarding discussions relating to this Agreement and has directed its representatives not to disclose any such information. Except as may be required by applicable
        law or regulatory requirement, neither Company nor the Holder shall disclose the existence or terms of this Agreement or any of the provisions contained herein without the prior written consent of the other until public disclosure of the Agreement
        and the transactions contemplated hereby pursuant to Section 7(c); provided, however, that nothing contained herein shall prevent any party from promptly making all filings with any governmental entity or supervisory body (including, without limitation, the Company’s ongoing
        reporting obligations under the Exchange Act) or disclosures with the stock exchange, if any, on which such party’s capital stock is listed, as may, in its judgment, be required in connection with the execution and delivery of this Agreement or the
        consummation of the transactions contemplated hereby. Each Holder acknowledges that  the terms of this Agreement and the transactions contemplated hereunder may be considered material non-public information concerning the Company and  U.S.
        securities laws restrict the purchase and sale of securities (including entering into hedge transactions involving such securities) by persons who possess material non-public information relating to the issuer of such securities, and also the
        communication of such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

     

    Section
        12.          Amendments and Waivers.  Any provision of this Agreement may be amended if, but only if, such amendment is in writing and is signed by the Company and the Holders of a majority of the aggregate outstanding principal amounts under the Exchanged Notes. Any
        provision of this Agreement may be waived if, but only if, such waiver is in writing and is signed by the party or parties against whom the waiver is to be effective.  Notwithstanding the forgoing, any amendment or waiver which materially adversely
        alters or changes any rights of any Holder under this Agreement must, in each case, be executed by the Company and the Holder. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof
        nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or
        remedies provided by law.

     

    Section 13.          Expenses.  Except as set forth in Section 2(g), all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

     

    
      12

      
        


    

    Section
        14.          Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided
        that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto.

     

    Section 15.          Governing Law: Jurisdiction; Waiver of Jury Trial. 
      This Agreement shall be subject to and governed by the laws of the State of New York, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Each
      party hereby submits to the jurisdiction of the state and federal courts in the State and county of New York City, New York. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
      TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     

    Section
        16.          Survival.  Notwithstanding
        the provisions of Section 8, the provisions of Section 2(g), Section 7(a),
        Section 7(c), Section 8, Section 9, Section 10, Section 11, Section 12, Section
            13, Section 14, Section 15, Section 16, Section 17, Section 18, Section 20, Section 21, Section 22, Section 23, Section 24
        and Section 25, hereof shall survive the termination of this Agreement indefinitely.

     

    Section
        17.          Specific Performance.  Each party acknowledges and agrees that the other parties would be damaged irreparably if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, each party
        agrees that the other parties will be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its terms and provisions in any action instituted in any
        court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which it may be entitled, at law or in equity.

     

    Section 18.          Counterparts; Third Party Beneficiaries.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall
      become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.  No provision of this Agreement shall confer upon any person other than the parties hereto any rights or remedies hereunder.

     

    Section 19.          Entire Agreement.  This Agreement
      constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this
      Agreement.

     

    Section 20.          Captions.  The captions herein are
      included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

     

    Section 21.          Severability.  If one or more provisions
      of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforced in accordance
      with its terms to the maximum extent permitted by law.

     

    Section
        22.          Limitation on Damages.  Notwithstanding anything to the contrary contained in this Agreement, except as provided below, none of the parties to this Agreement shall be entitled to either punitive, special, indirect, or consequential damages in
        connection with this Agreement and the transactions contemplated hereby. The Company and each Holder hereby expressly waive any right to punitive, special, indirect, or consequential damages (including loss of profits or revenue that are not
        direct, actual damages) in connection with this Agreement and the transactions contemplated hereby, except to the extent either (i) actually awarded to a third party and for which a party entitled to indemnification or damages hereunder is liable
        or (ii) which such party has paid under a third party claim subject to indemnification hereunder.

     

    
      13

      
        


    

    

    

    Section
        23.          No Recourse Against Non-Parties.  All claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, may be made only against the entities that are
        expressly identified as parties hereto.  No person who is not a named party to this Agreement, including any director, officer, employee, member, partner (general or limited), securityholder, affiliate, agent, attorney or representative of any
        named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or based upon any
        theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations arising under, in connection with or related to this Agreement or for any claim based on, in
        respect of, or by reason of this Agreement or its negotiation or execution; and each party waives and releases all such claims and obligations against any such Non-Party Affiliates.  Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement.

     

    Section
        24.          Independent Nature of Holder’s Obligations. The obligations of each Holder under
        this Agreement are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under this Agreement.  Nothing contained herein, and no
        action taken by any Holder pursuant thereto, shall be deemed to constitute the Holder as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that a Holder is in any way acting in concert or
        as a group with respect to such obligations or the transactions contemplated by this Agreement.  No Holder shall, as a result of its entering into and performing its obligations under this Agreement, be deemed to be part of a “group” (as that term
        is used in Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder) with any of the other Holders. Each Holder shall be entitled to independently protect and enforce its rights, including, the rights arising out of
        this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

     

    Section
        25.           Equity Interests.  The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all equity interests of
          the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Offered Securities, and shall be appropriately
          adjusted for combinations, splits, recapitalizations and the like of the Series C Preferred Stock or the Common Stock occurring after the date of this Agreement.

     

    [Signature Pages Follow]

     

    
      14

      
        


    

    IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.

     

    STRONGHOLD DIGITAL MINING, INC.

    

    

     
      	By:

            	/s/ Gregory A. Beard
	
               

            	Name: Gregory A. Beard
	
               

            	Title: Chief Executive Officer


    

       

      

    GUARANTORS,
        solely with respect to Section 9:

    

    

    CLEARFIELD PROPERTIES INC.

          

        
      	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


      

      

      

    FALCON POWER LLC

        
      

      

      	By:

            	/s/ Gregory A. Beard
	
               

            	Name: Gregory A. Beard
	
               

            	Title: Authorized Person


      

      

    LEECHBURG PROPERTIES, INC.

        

      
      	By:

            	/s/ Gregory A. Beard
	
               

            	Name: Gregory A. Beard
	
               

            	Title: Authorized Person


      

      

    LIBERTY BELL FUNDING, LLC

        

      
      	By:

            	/s/ Gregory A. Beard
	
               

            	Name: Gregory A. Beard
	
               

            	Title: Authorized Person


      

      

    OLYMPUS PANTHER HOLDINGS, LLC

          

        
      
        	By:

              	/s/ Gregory A. Beard
	
                 

              	Name: Gregory A. Beard
	
                 

              	Title: Authorized Person


      

    

    
      

      

    

    
      

      

      

      

      
        Signature Page to Exchange Agreement

         

      

       

    
      
        


    

    
    PANTHER CREEK PERMITTING, LLC

        

      
      	By:

            	/s/ Gregory A. Beard
	
               

            	Name: Gregory A. Beard
	
               

            	Title: Authorized Person


      

      

    PANTHER CREEK POWER OPERATING,

        

        
      	By:

            	/s/ Gregory A. Beard
	
               

            	Name: Gregory A. Beard
	
               

            	Title: Authorized Person


      

      

    PANTHER OP INTEREST HOLDINGS, 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


      

      

      

    SCRUBGRASS RECLAMATION COMPANY, L.P.

        

      
      	By:

            	/s/ Gregory A. Beard
	
               

            	Name: Gregory A. Beard
	
               

            	Title: Authorized Person


      

      

    STRONGHOLD DIGITAL MINING BT, 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


      

        

      

    
      1

      
        


    

    STRONGHOLD DIGITAL MINING HASHCO, LLC

          

        
      	By:

            	/s/ Gregory A. Beard
	
               

            	Name: Gregory A. Beard
	
               

            	Title: Authorized Person


      

      

    STRONGHOLD DIGITAL MINING HOSTING, LLC

    

      
      	By:

            	/s/ Gregory A. Beard
	
               

            	Name: Gregory A. Beard
	
               

            	Title: Authorized Person


    

    

    

    STRONGHOLD DIGITAL MINING HOLDINGS, 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


      

    

    

    

    STRONGHOLD DIGITAL MINING 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 TH, LLC

        

      
      
        	By:

              	/s/ Gregory A. Beard
	
                 

              	Name: Gregory A. Beard
	
                 

              	Title: Authorized Person


      

    

    

    

     

    
      2

      
        


    

    ADAGE CAPITAL PARTNERS, LP

    

    

    By: Adage Capital Partners, GP, LLC, its General Partner

    

    

    By: Adage Capital Advisors, LLC, its Managing Member

    

    

    
      	By:

            	/s/ Dan Lehan

            
	
               

            	Name: Dan Lehan
	
               

            	Title: COO / CCO


      

      

    

    

    
    Address for Notices to Holder pursuant to Section 7:

    

    

    Adage Capital Partners, LP

    Attn: Dan Lehan

    200 Clarendon St., Ste. 52

    Boston, MA 02116

    Email: DJL@adagecapital.com

    

    

    with an additional copy by email only to (which shall not constitute notice):

    

    

    Christopher E. Centrich

    Email: ccentrich@akingump.com

    

    

    Aggregate Amount of Exchanged Notes and Debt to be extinguished: $13,254,629.63

    

    

    Number of shares of Series C Preferred Stock to be issued: 17,112.593

     

      

  

  

  

  
    Signature Page to Exchange Agreement

     

  

  

    
    
      3

      
        


    

    CONTINENTAL GENERAL INSURANCE COMPANY

     

      

    
      	By:

            	/s/ Michael Gorzynski
	
               

            	Name: Michael Gorzynski
	
               

            	Title: Executive Chairman


    

    

      

    
    Address for Notices to Holder pursuant to Section 7:

    

    

    Continental General Insurance Company

    11001 Lakeline Blvd., Ste. 120

    Austin, TX 78717

    Email: Mike@cgic.com

    

    

    

    

    Aggregate Amount of Exchanged Notes and Debt to be extinguished: $3,313,657.41

    

    

    Number of shares of Series C Preferred Stock to be issued: 4,278.148

     

      

     

      

    
      Signature Page to Exchange Agreement

       

    

    
      
        


    

    PARALLAXES CAPITAL OPPORTUNITY FUND IV, L.P.

     

      

    
      
        	By:

              	/s/ Andrew Lee
	
                 

              	Name: Andrew Lee
	
                 

              	Title: Chief Investment Officer


      

    

     

      

    Address for Notices to Holder pursuant to Section 7:

    

    

    Parallaxes Capital Opportunity Fund IV, L.P.

    250 Park Avenue Floor 7

    New York, NY 10177

    Attn: Andrew Lee

    E-mail: andy@plxcap.com

    

    

    

    

    Aggregate Amount of Exchanged Notes and Debt to be extinguished: $1,325,462.96

    

    

    Number of shares of Series C Preferred Stock to be issued: 1,711.259

     

      

    
       

        

      
        Signature Page to Exchange Agreement

         

          

      

    

    
      
        


    

    Exhibit A

      

      

      Certificate of Designation of the

      Series C Preferred Stock

     

    

    

     
      Exhibit A

       

        

    

    
      
        


    

    STRONGHOLD DIGITAL MINING, INC.

     

    CERTIFICATE OF DESIGNATIONS

     

    Pursuant to Section 151 of the General

      Corporation Law of the State of Delaware

     

    SERIES C CONVERTIBLE PREFERRED STOCK

     

    (Par Value $0.0001 Per Share)

     

    Stronghold Digital Mining, Inc. (the “Corporation”), a corporation
      organized and existing under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby certifies that,
      pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation (the “Board of Directors”) by the Second Amended and Restated Certificate of
      Incorporation of the Corporation (as amended from time to time in accordance with its terms and the DGCL, the “Certificate of Incorporation”), which authorizes the Board of Directors, by
      resolution, to provide out of the unissued shares of the preferred stock (the “Preferred Stock”) for one or more series of Preferred Stock and to establish from time to time the number of
      shares to be included in each such series and to fix the voting rights (if any), designations, powers, preferences and relative, participating, optional, special and other rights (if any) of each such series and any qualifications, limitations and
      restrictions thereof, and in accordance with the provisions of Section 151 of the DGCL, the Board of Directors duly adopted on [●], 2023 the following resolution:

     

    RESOLVED, that the rights, powers and privileges, and the restrictions, qualifications and limitations, of the Series C Preferred
      Stock as set forth in the Certificate of Designations are hereby approved and adopted by the Board of Directors and the Series C Preferred Stock is hereby authorized out of the Corporation’s authorized Preferred Stock, par value $0.0001 per share;
      and the form, terms and provisions of the Certificate of Designations are hereby approved, adopted, ratified and confirmed in all respects as follows:

     

    ARTICLE 1

      DESIGNATION

     

    Section 1.1. There is hereby created out of the authorized and unissued shares of Preferred Stock of the Corporation a series of preferred stock designated “Series C Convertible Preferred Stock” (the “Series C Preferred Stock”), consisting of twenty-three thousand, one hundred two (23,102) shares, par value $0.0001 per share (each, a “Series C Preferred Share”).
        Each Series C Preferred Share shall rank equally in all respects and shall be subject to the following provisions of this Certificate of Designations. Series C Preferred Shares which have been converted, redeemed, repurchased or otherwise acquired
        by the Corporation shall be retired and, following the filing of any certificate required by the DGCL, will have the status of authorized and unissued shares of the Corporation’s Preferred Stock, without designation as to series, until such shares
        are once more designated by the Board of Directors as part of a particular series of Preferred Stock.

     

    ARTICLE 2

      RANK AND PREFERENCE

     

    Section 2.1. The Series C Preferred Stock shall, with respect to rights upon an acquisition, merger or consolidation of the Corporation, sale of all or substantially all assets of the Corporation, other business combination or liquidation,
        dissolution or winding up of the affairs of the Corporation, either voluntary or involuntary (collectively, a “Liquidation Event”) rank:

     

    (a)          senior to the Class A Common Stock, par value $0.0001 per share, of the Corporation (including any capital stock into which the Class A Common Stock shall have been converted, exchanged or reclassified following the date hereof, the “Class A Common Stock”), the Class V Common Stock, par value $0.0001 per share, of the Corporation (the “Class V Common Stock” and
          together with the Class A Common Stock, the “Common Stock”), and any other class or series of capital stock of the Corporation, the terms of which do not expressly provide that such
          class or series ranks senior to or on a parity with the Series C Preferred Stock with respect to rights upon a Liquidation Event (collectively, together with any warrants, rights, calls or options exercisable for or convertible into such capital
          stock, the “Junior Stock”);

     

        

    
      
        


    

    (b)           on a parity with any class or series of capital stock of the Corporation, the terms of which provide that such class or series ranks on a parity with the Series C Preferred Stock with respect to rights upon a
          Liquidation Event (collectively, together with any warrants, rights, calls or options exercisable for or convertible into such capital stock, the “Parity Stock”); and

    

    

     

    (c)          junior to any class or series of capital stock of the Corporation, the terms of which expressly provide that such class or series ranks senior to the Series C Preferred Stock with respect to rights upon a Liquidation Event (collectively,
          together with any warrants, rights, calls or options exercisable for or convertible into such capital stock, the “Senior Stock”).

    

    

    Section 2.2.  In the event of a Liquidation Event, each Holder shall, with respect to each Series C Preferred Share owned by such Holder, be entitled to receive, out of funds of the Corporation legally available therefor, before any payment or
        distribution of any assets of the Corporation shall be made or set apart for holders of the Junior Stock, an amount per Series C Preferred Share equal to the Stated Value (as defined below).  If upon any such Liquidation Event of the Corporation,
        the funds and assets available for distribution to the stockholders of the Corporation shall be insufficient to pay the Holders the full amount to which they are entitled under this Section 2.2
        and the holders of any shares of Parity Stock ranking on a parity with the Series C Preferred Stock the full amount to which they are entitled under the Certificate of Incorporation or any certificate of designations, the Holders and the holders of
        such Parity Stock shall share ratably in any distribution of the funds and assets legally available for distribution in respect of the shares of Series C Preferred Stock and such Parity Stock held by them upon such distribution. The “Stated Value” shall mean One Thousand United States Dollars ($1,000.00) per share, subject to any adjustment for stock splits, stock combinations, recapitalizations and
        similar transactions as set forth herein; provided, that a Fundamental Transaction shall not constitute a Liquidation Event but instead shall be subject to Article 4.

     

    ARTICLE 3

      VOTING RIGHTS AND TRANSFERABILITY

     

    Section 3.1.  Except as required by the DGCL or the Certificate of Incorporation (including this Certificate of Designations), Holders shall not have any voting rights except as set forth in this Section
            3.1.  The Corporation shall require approval of the Holders of at least two-thirds (66.67%) of the then outstanding Series C Preferred Shares (together with any Parity Stock) to (either directly or through a Subsidiary or controlled
        Affiliate):

     

    	

          	(a)	
            amend, alter, repeal or otherwise modify (whether by merger, operation of law, consolidation or otherwise) (i) any provision of the Certificate of Incorporation (including this Certificate of
              Designations) or the Corporation’s bylaws in a manner that would adversely affect the powers, rights, preferences or privileges of the Series C Preferred Stock or (ii) any provision of this Certificate of Designations;

          


    

    

     

    	

          	(b)	
            authorize, create, increase the authorized amount of, or issue any Series C Preferred Stock or class or series of Senior Stock or Parity Stock or any security convertible into, or exchangeable or
              exercisable for, shares of Series C Preferred Stock, Senior Stock or Parity Stock;

          


    

    

     

    	

          	(c)	
            authorize, enter into or otherwise engage in a Fundamental Transaction unless such Fundamental Transaction does not adversely affect the rights, preferences or privileges of the Series C Preferred
              Stock; and

          


    

    

    	

          	(d)	
            agree or consent to any of the foregoing.

          


    

    

    Section 3.2.  No Holder shall be entitled to transfer any Series C Preferred Shares to any Person who is not a ”United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, and any
        such transfer shall be void ab initio.

     

    
      
        


    

    Section 3.3.  Certificated Shares; Replacement Certificates.

     

    (a)          The Corporation agrees, upon request of a Holder or permitted assignee, to take all steps reasonably necessary to promptly effect the removal of any restrictive legend from the certificates representing Series C Preferred Shares or
          shares of Class A Common Stock issued or the book-entry account of such Series C Preferred Shares or shares of Class A Common Stock, and the Corporation shall bear all costs associated therewith, regardless of whether the request is made in
          connection with a sale or otherwise, so long as such Holder, its permitted assigns or its broker provides to the Corporation a certification as to the length of time such shares have been held and a certification that such Holder is not an
          Affiliate of the Corporation.  The Corporation shall cooperate with the Holder to effect the removal of the legend at any time such legend is no longer appropriate.

    

    

     

    (b)          The Corporation shall replace any mutilated Series C Preferred Stock certificate at the Holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or
          lost at the Holder’s expense upon delivery to the Corporation of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may reasonably be required by the Corporation.

    

    

    (c)          Notwithstanding anything to the contrary herein, unless requested in writing by a Holder to the Corporation, shares of Common Stock issued upon conversion of shares of Series C Preferred Stock or exercise of a Pre-Funded Warrant shall be
          uncertificated, book entry form as permitted by the bylaws of the Corporation and the DGGL.

    

    

    Section 3.4. Subject to the terms of this Certificate of Designations, the Holder may transfer to any Person any portion of their Series C Preferred Stock issued pursuant to this Certificate of Designations or any Class A Common Stock issued
        upon conversion of the Series C Preferred Stock (or exercise of Pre-Funded Warrants (as defined below)) issued pursuant to this Certificate of Designation or Pre-Funded Warrants.

     

    ARTICLE 4

      CONVERSION; FUNDAMENTAL TRANSACTIONS

     

    Section 4.1. Securities To Be Delivered Upon Conversion. Each Series C Preferred Share shall be convertible into shares of Class A Common Stock or Pre-Funded Warrants (the “Conversion Securities”) at a conversion rate equal to (i) (A) the Stated Value plus (B) cash in lieu of fractional shares, as set forth in Section
            4.7 divided by (ii) a conversion price of $0.40 per share of Class A Common Stock (subject to the adjustments in Section 4.5 herein, the “Conversion Price”) as provided in this Article 4. On the date of conversion, with respect to each Series C Preferred Share, uncertificated book-entry shares
        representing the number of shares of Class A Common Stock into which such share of Series C Preferred Stock is converted (or Pre-Funded Warrants with respect to such shares, as applicable) shall be promptly issued and delivered to the Holder
        thereof or such Holder’s designee upon presentation and surrender of the certificate evidencing the Series C Preferred Stock, if any (or, if such certificate or certificates have been lost, stolen, or destroyed, a lost certificate affidavit and
        indemnity in form and substance reasonably acceptable to the Corporation), to the Corporation and, if required, the furnishing of appropriate endorsements and transfer documents and the payment of all transfer and similar taxes, if any, allocable
        to the Holder pursuant to Section 4.4. The Person or Persons entitled to receive the Class A Common Stock and/or cash issuable upon conversion of Series C Preferred Stock (or Pre-Funded
        Warrants) shall be treated for all purposes as the record holder(s) of such shares of Class A Common Stock and/or securities (including Pre-Funded Warrants) as of the close of business on the date of conversion with respect thereto. In the event
        that a Holder shall not by written notice designate the name in which shares of Class A Common Stock and/or cash (or Pre-Funded Warrants) to be issued or paid upon conversion or shares of Series C Preferred Stock should be registered or paid or the
        manner in which such shares (or Pre-Funded Warrants) should be delivered, the Corporation shall be entitled to register and deliver such shares (or Pre-Funded Warrants), and make such payment, in the name of the Holder and in the manner shown on
        the records of the Corporation.

     

    

    

    
      
        


    

    
      Section 4.2. Optional Conversion.

       

        

    

    (a) Optional Conversion Right. Subject to Section 4.3, from and after the issuance of the Series C Preferred Shares (the “Issuance Date”), each Holder shall be entitled to
      convert all or a portion of such Holder’s Series C Preferred Shares, at any time and from time to time (any such conversion, an “Optional Conversion”), into a number of duly authorized,
      validly issued, fully paid and non-assessable shares of Class A Common Stock as set forth in this Article 4. From and after any such conversion, the Series C Preferred Shares so converted
      shall no longer be deemed to be outstanding, and all rights of the Holder with respect to such Series C Preferred Shares shall immediately terminate, except the right to receive the shares of Class A Common Stock issuable pursuant to such Optional
      Conversion.

     

    (b) Notice of Optional Conversion. In order to effect an Optional
      Conversion, a Holder shall submit a written notice to the Corporation, duly executed by an officer of the Holder and in the form attached hereto as Annex A (the “Optional Conversion Notice”),
      stating that the Holder irrevocably elects to convert the number of Series C Preferred Shares specified in such Optional Conversion Notice. Upon receiving an Optional Conversion Notice, the Corporation shall issue and deliver to such Holder the
      number of shares of Class A Common Stock issuable upon conversion of such Series C Preferred Shares.

     

    (c) Beneficial Ownership Limitation. The Corporation shall not
      effect any conversion of Series C Preferred Shares, and a Holder shall not have the right to convert any Series C Preferred Shares, to the extent that, after giving effect to the conversion set forth on the applicable Optional Conversion Notice, such
      Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution Parties”)) would
      beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Class A Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties
      shall include the number of shares of Class A Common Stock issuable upon conversion of the Series C Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Class A Common Stock which are
      issuable upon (i) conversion of the remaining, unconverted shares of Class A Common Stock underlying the Series C Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the
      unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its Affiliates or Attribution
      Parties. Except as set forth in the preceding sentence, for purposes of this Section 4.2, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4.2 applies, the determination of whether the Series C Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how
      many Series C Preferred Shares are convertible shall be in the sole discretion of such Holder, and the submission of an Optional Conversion Notice shall be deemed to be such Holder’s determination of whether such Series C Preferred Shares may be
      converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many Series C Preferred Shares are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure
      compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers an Optional Conversion Notice that such Optional Conversion Notice has not violated the restrictions set forth in this paragraph and
      the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and
      the rules and regulations promulgated thereunder. For purposes of this Section 4.2, in determining the number of outstanding shares of Class A Common Stock, a Holder may rely on the number
      of outstanding shares of Class A Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission, as the case may be, (ii) a more recent
      public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Class A Common Stock outstanding. Upon the written or oral request (which may be
      via email) of a Holder, the Corporation shall within one Trading Day confirm orally and in writing to such Holder the number of shares of Class A Common Stock then outstanding. In any case, the number of outstanding shares of Class A Common Stock
      shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series C Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of
      outstanding shares of Class A Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Class A Common Stock outstanding immediately
      after giving effect to the issuance of shares of Class A Common Stock issuable upon conversion of Series C Preferred Shares held by the applicable Holder. The limitations contained in this paragraph shall apply to a successor holder of Series C
      Preferred Stock.

     

    
      
        


    

    Section 4.3. Automatic Conversion.

     

    (a) Automatic Conversion. Upon the fifth anniversary of the
      Issuance Date, each outstanding Series C Preferred Share will automatically and immediately convert (the “Automatic Conversion”) into a number of duly authorized, validly issued, fully paid
      and non-assessable shares of Class A Common Stock or Pre-Funded Warrants as set forth in this Article 4 without any further action by the Holders. From and after the Automatic Conversion,
      the Series C Preferred Shares shall no longer be deemed to be outstanding, and all rights of the Holders with respect to such Series C Preferred Shares shall immediately terminate, except the right to receive the shares of Class A Common Stock or
      Pre-Funded Warrants, as applicable.

     

    (b) Automatic Conversion Notice. In advance of the occurrence of
      the Automatic Conversion, the Corporation shall deliver to all Holders a written notice of the Automatic Conversion pursuant to this Section 4.3.

     

    (c) Automatic Conversion Beneficial Ownership Limitation. Upon the
      Automatic Conversion, in lieu of issuing any shares of Class A Common Stock to a Holder that would exceed the Beneficial Ownership Limitation, the Corporation will issue, and the Holder will receive, pre-funded warrants exercisable for the number of
      shares of Class A Common Stock which would otherwise be issuable (“Pre-Funded Warrants”), substantially in the form attached hereto as Annex
          B, the exercise of which shall be subject to the Beneficial Ownership Limitation.

     

    Section 4.4. Transfer Taxes. Issuances of shares of Class A Common Stock or Pre-Funded Warrants upon conversion of the Series C Preferred Shares shall be made without charge to the
        Holder for any issuance or transfer tax in respect of the issuance thereof; provided, however, that the Corporation shall not be required to pay any tax which may be payable
        in respect of any transfer involved in the issuance or delivery of shares of Class A Common Stock or Pre-Funded Warrants in a name other than that of the converting Holder, and no such issuance or delivery need be made unless and until the Person
        requesting such issuance or delivery has paid to the Corporation the amount of any such tax or has established, to the reasonable satisfaction of the Corporation, that such tax has been, or will timely be, paid.

     

    Section 4.5. Adjustments for Subsequent Events. From and after the date of this Certificate of Designations, adjustments shall be made to the Conversion Price from time to time as
        follows:

     

    (a) Adjustment Upon Stock Dividends, Certain Issuances, Subdivisions or Combinations of Common Stock.  If the Corporation, at any time while Series C Preferred
        Shares are outstanding:  (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of Class A Common Stock or any other equity or equity equivalent securities payable in shares of Class A Common Stock, (ii) subdivides
        outstanding shares of Class A Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Class A Common Stock into a smaller number of shares, or (iv) issues by reclassification of
        shares of the Class A Common Stock any shares of capital stock of the Corporation, then in each case the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Class A Common Stock (excluding
        treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Class A Common Stock outstanding immediately after such event.  Any adjustment made pursuant to this Section 4.5(a)
        shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
        combination or re‐classification.

     

    (b)          Fundamental Transaction.  If, at any time while Series C Preferred Shares are outstanding, (i) the Corporation, directly or indirectly, in one or more related transactions
          effects any merger or consolidation of the Corporation with or into another Person (excluding a merger effected solely to change the Corporation’s name), (ii) the Corporation (and all of its Subsidiaries, taken as a whole), directly or
          indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any direct or indirect purchase offer, tender offer or
          exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Class A Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and such offer has been
          accepted by the holders of 50% or more of the outstanding Class A Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Class A
          Common Stock or any compulsory share exchange pursuant to which the Class A Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Corporation, directly or indirectly, in one or more related
          transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons
          whereby such other Person or group acquires more than 50% of the outstanding shares of Class A Common Stock (not including any shares of Class A Common Stock held by the other Person or other Persons making or party to, or associated or
          affiliated with the other Persons making or party to such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
          Optional Conversion or the Automatic Conversion, the Holder shall have the right to receive, for each share of Class A Common Stock that would have been issuable upon such Optional Conversion or the Automatic Conversion immediately prior to the
          occurrence of such Fundamental Transaction, at the option of the Holder (without regard to the Beneficial Ownership Limitation), the number of shares of common stock of the successor or acquiring corporation, or of the Class A Common Stock if the
          Corporation is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the
          number of shares of Class A Common Stock into which a Holder’s Series C Preferred Shares are convertible immediately prior to such Fundamental Transaction (without regard to the Beneficial Ownership Limitation).

     

    
      
        


    

    c)  Alternate Consideration.  If holders of Class A Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
      Consideration it receives upon any Optional Conversion or the Automatic Conversion following such Fundamental Transaction.  The Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation is not the survivor
      (the “Successor Entity”) to assume in writing all of the obligations of the Corporation under this Certificate of Designations and the other Transaction Documents in accordance with the
      provisions of this Section 4.5(c) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to
      such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for the Series C Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance
      to this Certificate of Designations which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Class A Common Stock acquirable and receivable upon an Optional
      Conversion or the Automatic Conversion (without regard to the Beneficial Ownership Limitation) prior to such Fundamental Transaction, and with a conversion price which applies the Conversion Price hereunder to such shares of capital stock (but taking
      into account the relative value of the shares of Class A Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of
      protecting the economic value of the Series C Preferred Shares immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder.  Upon the occurrence of any such
      Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for, the Corporation so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designations and the other Transaction
      Documents referring to the “Company” or the “Corporation” shall refer instead to the Successor Entity, and the Successor Entity may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation under
      this Certificate of Designations and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Corporation herein.

     

    (d)  Other Distributions.  During
      such time as the Series C Preferred Shares are outstanding, if the Corporation shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Class A Common Stock, by way of return of
      capital or otherwise (including, without limitation, any distribution of property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any such dividend
      or distribution that is subject to Section 4.5(a) hereof (a “Distribution”), at any time after the issuance of the Series C
      Preferred Shares, then, in each such case, the Conversion Price shall be adjusted by multiplying the Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such Distribution by a
      fraction of which the denominator shall be the closing price on the record date mentioned above, and of which the numerator shall be such closing price on such record date less the then-per-share fair market value at such record date of the portion
      of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Class A Common Stock as determined by the Board of Directors in good faith.  In either case the adjustments shall be described in a statement
      provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Class A Common Stock.  Such adjustment shall be made whenever any such distribution is made and shall
      become effective immediately after the record date mentioned above.

     

    
      
        


    

    e)          Repurchases. Unless otherwise adjusted pursuant to Section
              4.5(a) through Section 4.5(f) hereof, if, at any time while Series C Preferred Shares are outstanding, the Corporation effects any Repurchases (as defined below), then,
          following the completion of the Repurchase, the Conversion Price shall be reduced to the price determined by multiplying the Conversion Price in effect immediately prior to the date of the Repurchase by a fraction of which the numerator shall be
          (i) the product of (A) the number of shares of Class A Common Stock outstanding immediately prior to the date of the Repurchase and (B) the closing price of the Class A Common Stock on the Trading Day immediately preceding the Corporation’s first
          public disclosure of its intent to effect such Repurchases, minus (ii) the Assumed Payment Amount (as defined below), and of which the denominator shall be the product of (A) the number of shares of Class A Common Stock outstanding immediately
          prior to the date of the Repurchase minus the number of shares of Class A Common Stock so repurchased and (B) the closing price of the Class A Common Stock on the Trading Day immediately preceding the Corporation’s first public disclosure of its
          intent to effect such Repurchases. For purposes of the foregoing, the “Assumed Payment Amount” with respect to any Repurchases shall mean the closing price as of the date of such Repurchases, of the aggregate consideration paid to effect such
          Repurchases and “Repurchases” means any transaction or series of related transactions to purchase Class A Common Stock of the Corporation for a purchase price greater than the closing price on the Trading Day immediately prior to such
          transactions pursuant to any tender offer or exchange offer.

     

    (f)  Exceptions to Adjustment Upon Issuance of Class A Common Stock. 
      Notwithstanding anything herein to the contrary herein, there shall be no adjustment to the Conversion Price with respect to any Excluded Issuance.

     

    Section 4.5. Rights Plans. If the Corporation has a rights plan in effect with respect to the Common Stock when Series C Preferred Shares are converted, upon conversion of any shares of the Series C Preferred Stock, Holders of such shares will
        receive, in addition to the shares of Class A Common Stock, the rights under the rights plan relating to such Common Stock, unless, prior to such date the rights have (i) become exercisable or (ii) separated from the shares of Common Stock.

     

    Section 4.6. Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares
        of Class A Common Stock for the sole purpose of issuance upon conversion of the Series C Preferred Stock and, as applicable, the exercise of the Pre-Funded Warrants as herein provided, free from preemptive rights or any other actual contingent
        purchase rights of Persons other than the Holders, not less than such aggregate number of shares of the Class A Common Stock as shall be issuable (taking into account the adjustments and restrictions of this Article 4) upon the conversion of the then outstanding shares of Series C Preferred Stock and the exercise of the then outstanding Pre-Funded Warrants. The Corporation covenants that all shares of Class A Common Stock that
        shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

     

    Section 4.7.  No Fractional Shares of Class A Common Stock.  No fractional shares of Class A Common Stock will be issued as a result of any conversion of shares of Series C Preferred
        Stock. In lieu of any fractional share of Class A Common Stock otherwise issuable in respect of any conversion pursuant hereto, the Corporation shall pay (concurrently with the issuance of the shares of Class A Common Stock) an amount in cash
        (computed to the nearest cent) equal to the same fraction of the closing price of the Class A Common Stock determined as of the second Trading Day immediately preceding the date of conversion.  If more than one share of the Series C Preferred Stock
        is surrendered for conversion at one time by or for the same Holder, the number of full shares of Class A Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Series C Preferred Stock
        so surrendered.

     

    
      
        


    

    ARTICLE 5

      DEFINITIONS

     

    Unless the context otherwise requires, when used herein the following terms shall have the meaning indicated.

     

    “Affiliate” means any person or entity that, directly or indirectly
      through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. With respect to a Holder, any investment
      fund or managed account that is managed on a discretionary basis by the same investment manager as such Holder will be deemed to be an Affiliate of such Holder.

     

    “Business Day” means a day except a Saturday, a Sunday or other day
      on which commercial banks in the City of New York are authorized or required by applicable law to be closed.

     

    “Excluded Issuances”
      means any issuance of (a) shares of any equity securities pursuant to an employee stock option plan, management incentive plan, restricted stock plan, stock purchase plan or stock ownership plan or similar benefit plan, similar program or similar
      agreement as approved by the Board of Directors and shareholders of the Corporation existing on or prior to the date hereof, (b) shares of any equity securities issuable upon exercise of any warrants or upon conversion, exercise or redemption of
      other securities outstanding as of the date of this Certificate of Designations which have been disclosed in the Corporation’s reports filed with the Securities and Exchange Commission pursuant to the Exchange Act prior to the date of this
      Certificate of Designations, or (c) shares of Class A Common Stock or securities convertible into Class A Common Stock, as applicable, issued by the Corporation upon any or pursuant to any of the other Transaction Documents.

     

    “Holders” means the holders of outstanding Series C Preferred Shares
      as they appear in the records of the Corporation.

     

    “Person” means any individual, sole proprietorship, partnership,
      limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof.

     

    “Subsidiary” means a corporation, association, company (including
      limited liability company), joint-stock company, business trust or other similar entity more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Corporation or by one or more other Subsidiaries, or by the
      Corporation and one or more other Subsidiaries.  For purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such
      voting power by reason of any contingency.

     

    “Trading Day” means a day on which the Class A Common Stock is traded
      for any period on the principal securities exchange or if the Class A Common Stock is not traded on a principal securities exchange, on a day that the Class A Common Stock is traded on another securities market on which the Class A Common Stock is
      then being traded or if the Class A Common Stock is not then traded, Trading Day shall mean a Business Day.

     

    “Trading Market” means any of the following markets or exchanges on
      which the Class A Common Stock is listed or quoted for trading on the date in question:  the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, the
      OTCQB, or the OTCQX (or any successors to any of the foregoing).

     

    “Transaction Documents” means that certain Exchange Agreement by and
      among the Corporation and the Holders, dated as of December 30, 2022, that certain Registration Rights Agreement by and among the Corporation and the Holders, dated as of January [●], 2023, the Pre-Funded Warrants, and this Certificate of
      Designations.

     

    
      
        


    

    

    

    ARTICLE 6

      MISCELLANEOUS

     

    Section 6.1. Notices. All notices or communications in respect of the Series C Preferred Shares shall be in writing, shall be effective upon delivery, and shall be delivered by (i)
        registered or certified mail, return receipt requested, postage prepaid, (ii) reputable nationwide overnight courier service guaranteeing next Business Day delivery, (iii) personal delivery, or (iv) email, with written confirmation of receipt.

     

    Section 6.2. No Other Rights. The Series C Preferred Shares shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special
        rights, or qualifications, limitations or restrictions thereof, other than as expressly set forth herein or in the Certificate of Incorporation or as required by applicable law or regulation.

     

    Section 6.3. Headings. The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

     

    Section 6.4. Effectiveness. This Certificate of Designations shall become effective upon filing with the Secretary of State of the State of Delaware.

     

    

    

     

    [Remainder of Page Intentionally Left Blank]

     

    
      
        


    

    IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be duly executed and acknowledged by the
      undersigned, thereunto duly authorized, as of January [●], 2023.

     

    	 	
            STRONGHOLD DIGITAL MINING, INC.

          
	 	 
	 	
            By:

          	 
	 	
            Name:

          
	 	
            Title:

          


     

      

    
      
        


    

    ANNEX A

     

    STRONGHOLD DIGITAL MINING, INC.

      SERIES C PREFERRED STOCK

     

    CONVERSION NOTICE

     

    The undersigned hereby irrevocably elects to convert _____________ shares of Series C Preferred
      Stock into shares of Class A Common Stock according to the conditions of the Certificate of Designations of the Series C Convertible Preferred Stock of Stronghold Digital Mining, Inc., as filed with the Secretary of State of the State of Delaware on
      January [●], 2023 (the “Certificate of Designations”), as of the date written below. The Corporation will pay any issuance or transfer tax on the issuance of shares of Class A Common Stock,
      unless the tax is due because the undersigned requests such shares of Class A Common Stock to be issued in a name other than the undersigned’s name, in which case, the undersigned will pay the tax.  Capitalized terms used but not otherwise defined
      herein shall have the respective meanings ascribed to such terms in the Certificate of Designations.

     

    Date of Conversion:______________

     

    Signature: _____________________

     

    Name: _________________________

     

    Address:_________________________

     

    
      
        


    

     ANNEX B

    
      

      

      STRONGHOLD DIGITAL MINING, INC.

        CLASS A COMMON STOCK PRE-FUNDED WARRANT

       

      THIS PRE-FUNDED WARRANT (THE “WARRANT”) AND THE SECURITIES ISSUABLE UPON EXERCISE OF
        THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE,
        SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM
        THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY
        COUNSEL.

       

      Warrant Certificate No.: _________

       

      Original Issue Date:  [______]

       

      FOR VALUE RECEIVED, Stronghold Digital Mining, Inc., a Delaware corporation (the “Company”),
        hereby certifies that [HOLDER] or its registered assigns (the “Holder”) is entitled to purchase from the Company [_____] duly authorized, validly issued, fully paid and
        nonassessable shares of Class A Common Stock, par value $0.0001 per share, at a purchase price per share of $0.001 (the “Strike Price”), all subject to the terms,
        conditions and adjustments set forth below in this Warrant.

       

      This Warrant is being issued to the Holder in exchange for [_____] shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001
        per share (the “Series C Preferred Stock”), issued by the Company to the Holder on January [●], 2023.

       

      1.          Definitions.  As used in this Warrant, the following terms have the respective meanings set forth below:

       

      “Affiliate” means, with respect to any Person, any other Person that
        directly or indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly or indirectly to direct or cause the direction
        of the management and policies of such Person whether by contract or otherwise.

       

      “Aggregate Strike Price” means an amount equal to the product of (a)
        the number of Warrant Shares in respect of which this Warrant is then outstanding, multiplied by (b) the Strike Price.

       

      “Alternate Consideration” has the meaning set forth in Section 4(c)(ii).

       

      “Attribution Parties” has the meaning set forth in Section 3(f)(i).

       

      

      
        
          


      

      
      “Beneficial Ownership Limitation” has the meaning set forth in Section 3(f)(i).

       

      “Business Day” means any day, except a Saturday, Sunday or legal
        holiday, on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

       

      “Certificate of Designations of the Series C Preferred Stock” means
        the certificate of designations of the Series C Preferred Stock filed with the Secretary of State of the State of Delaware on January [●], 2023.

       

      “Common Stock” means the Class A Common Stock, par value $0.0001 per
        share, of the Company, and any capital stock into which such Common Stock shall have been converted, exchanged or reclassified following the date hereof.

       

      “Company” has the meaning set forth in the preamble.

       

      “Distribution” has the meaning set forth in Section 4(c)(iii).

       

      “Exchange Agreement” means that certain Exchange Agreement by and
        among the Company, the Holder and the other holders party thereto, dated as of December 30, 2022.

       

      “Excluded Issuances” means any issuance of (a) shares of any equity
        securities pursuant to an employee stock option plan, management incentive plan, restricted stock plan, stock purchase plan or stock ownership plan or similar benefit plan, similar program or similar agreement as approved by the Board of Directors
        and shareholders of the Company existing on or prior to the date hereof, (b) shares of any equity securities issuable upon exercise of any warrants or upon conversion, exercise or redemption of other securities outstanding as of the date of this
        Warrant which have been disclosed in the Company’s reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (as amended, the “Exchange
            Act”) prior to the date of this Warrant, or (c) shares of Common Stock or securities convertible into Common Stock, as applicable, issued by the Company upon exercise of this Warrant or pursuant to any of the other Transaction
        Documents.

       

      “Exercise Date” means, for any given exercise of this Warrant, the
        date on which the conditions to such exercise as set forth in Section 3(a) shall have been satisfied at or prior to 5:00 p.m., New York City, NY time, on a Business Day.

       

      “Exercise Period” has the meaning set forth in Section 2.

       

      “Fundamental Transaction” has the meaning set forth in Section 4(c)(ii).

       

      “Holder” has the meaning set forth in the preamble.

       

      “Notice of Exercise” has the meaning set forth in Section 3(a).

       

      “Original Issue Date” means the first date hereabove written.

       

      
        2

        
          


      

      “Person” means any individual, sole proprietorship, partnership,
        limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof.

       

      “Registration Rights Agreement” means that certain Registration
        Rights Agreement by and among the Company, the Holder and the other holders party thereto, dated as of January [●], 2023.

       

      “Series C Preferred Stock” has the meaning set forth in the Preamble.

       

      “Strike Price” has the meaning set forth in the preamble, subject to
        adjustments in accordance with the terms of this Warrant.  No additional consideration (other than the Strike Price per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant.  The Holder
        shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the
        Termination Date.

       

      “Subsidiary” means a corporation, association, company (including
        limited liability company), joint-stock company, business trust or other similar entity more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company
        and one or more other Subsidiaries.  For purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power
        by reason of any contingency.

       

      “Successor Entity” has the meaning set forth in Section 4(c)(ii).

       

      “Termination Date” means the date on which this Warrant is exercised
        in full.

       

      “Trading Market” means any of the following markets or exchanges on
        which the Common Stock is listed or quoted for trading on the date in question:  the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, the OTCQB, or
        the OTCQX (or any successors to any of the foregoing).

       

      “Transaction Documents” means the Exchange Agreement, the Certificate
        of Designations of the Series C Preferred Stock, the Registration Rights Agreement and this Warrant.

       

      “Transfer Agent” has the meaning set forth in Section 3(c).

       

      “VWAP” means, for any date, the price determined by the first of the
        following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the
        Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTC Bulletin Board is not a Trading Market, the volume weighted average
        price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported on
        the OTCQX, OTCQB or OTC Pink Marketplace maintained by the OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the volume weighted average price of the Common Stock on the first such
        facility (or a similar organization or agency succeeding to its functions of reporting prices), or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the
        Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.  For purposes of calculating VWAP over any multiple-day period, the number of shares of Common Stock shall be adjusted for any stock
        splits, stock combinations, reclassifications or similar transaction.

       

      
        3

        
          


      

      “Warrant” means this Warrant and all warrants issued upon division or
        combination of, or in substitution for, this Warrant.

       

      “Warrant Shares” means the shares of Common Stock or other capital
        stock of the Company then purchasable upon exercise of this Warrant in accordance with the terms of this Warrant.

       

      2.          Term of Warrant.  Subject to the terms and conditions hereof, at any time from the Original Issue Date through the Termination Date (the “Exercise Period”), the Holder of this Warrant may exercise this Warrant for all or any part of the Warrant Shares purchasable hereunder, subject to the Beneficial Ownership Limitation and subject to
            adjustment as provided herein.

       

      3.          Exercise of Warrant.

       

      (a)          Exercise Procedure.  This Warrant may be exercised from time to time on any Business Day during the Exercise Period, for all or any part of the unexercised Warrant Shares, upon:  surrender
            of this Warrant to the Company at the address for notices in Section 10 below (or an indemnification undertaking with respect to this Warrant in the case of its loss, theft or
            destruction), together with a duly completed and executed exercise notice in the form attached hereto as Exhibit A (the “Notice of Exercise”).

       

      (b)          RESERVED.

       

      (c)          Delivery of Warrant Shares Upon Exercise.  In accordance with and subject to Section 3(a) and Section 4 hereof, the Company shall, as promptly as practicable, and in any event within three (3) Business Days after surrender of this Warrant, instruct the transfer agent (the “Transfer Agent”) for the Common Stock to record the issuance of the Warrant Shares purchased hereunder to the Holder in book-entry form pursuant to the Transfer Agent’s regular procedures. 
            The Warrant Shares shall be registered in the name of the Holder or, subject to compliance with Section 5 below, such other Person’s name as shall be designated.  This Warrant shall
            be deemed to have been exercised in whole or in part, and such certificate or certificates of Warrant Shares shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have
            become a holder of record of such Warrant Shares for all purposes, as of the applicable Exercise Date.

       

      (d)          Delivery of New Warrant.  Unless the purchase rights represented by this Warrant shall have been fully exercised, the Company shall, at the time of delivery of the Warrant Shares being issued in accordance with Section 3(c) hereof, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unexercised Warrant Shares called for by this Warrant.  Such new Warrant
            shall in all other respects be identical to this Warrant.

       

      
        4

        
          


      

      (e)          Reservation of Shares.  During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but unissued Common Stock or other securities constituting Warrant Shares, solely for the
            purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant, and the par value per Warrant Share shall at all times be less than or equal to the applicable Strike
            Price.  The Company shall not increase the par value of any Warrant Shares receivable upon the exercise of this Warrant above the Strike Price then in effect, and shall take all such actions as may be necessary or appropriate so that the
            Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

       

      (f)          Exercise Restriction.  Notwithstanding anything herein to the contrary, the Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this
            Warrant, and any such exercise shall be null and void and treated as if never made, to the extent, and only to the extent, that:

       

      (i)          the Holder (together with
            the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
            would beneficially own in excess of the Beneficial Ownership Limitation (as defined below) upon such exercise.  Except as set forth in the preceding sentence, for purposes of this Section 3(f)(i),
            beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such
            calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.  To the extent that the limitation contained in this Section 3(f)(i) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
            Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in
            relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have
            no obligation to verify or confirm the accuracy of such determination.  For purposes of this Section 3(f)(i), in determining the number of outstanding shares of Common Stock,
            the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission, as the case may be, (B) a more recent public
            announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within one (1)
            Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
            of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported.  The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise
            of this Warrant.  The limitations contained in this paragraph shall apply to a successor holder of this Warrant; or

       

      
        5

        
          


      

      (ii)          such issuance, when
            aggregated with any other Common Stock theretofore or simultaneously therewith issued (including all of the transactions as contemplated under the Transaction Documents) to or otherwise beneficially owned by the Holder and its Affiliates and
            any other Persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including any shares held by any “group” of which the Holder is a member) would
            result in a “change of control” of the Company within the meaning of Nasdaq Listing Rule 5635(b) or otherwise require shareholder approval under Nasdaq Listing Rule 5635(d); except that such limitation under this Section 3(f)(ii) shall not apply in the event that the Company obtains all necessary stockholder approvals for such exchange in accordance with the Nasdaq Listing Rules. The Company has obtained any
            such necessary stockholder approval as of [], 2023. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission, and the percentage held by the
            Holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act.

       

      4.          Mandatory Cashless Exercise; Adjustments.

       

      (a)          RESERVED.

       

      (b)          Cashless Exercise.  Upon the exercise of this Warrant in whole or in part, the Company will settle such exercise by paying or delivering, as applicable and as provided in this Section 4(b), shares of Common Stock, together, if applicable, with cash in lieu of fractional shares, in the amounts set forth herein.  This Warrant shall only be settled in shares
            of Common Stock, other than any cash payments in lieu of fractional shares, and shall not be settled in cash.  Upon settlement of the exercise of each Warrant, the Company will deliver the following:

       

      (i)          A number of shares of Common
            Stock equal to the greater of (x) zero and (y) the quotient obtained by dividing [(VP-SP) * (WS)] by (VP), where:

       

      WS = the number of Warrant Shares being exercised, subject to any adjustments as set forth in this Section 4;

       

      VP = the 20-day VWAP as of the market close on the trading day immediately preceding the applicable Exercise Date; and

       

      SP = the Strike Price in effect immediately after the close of business on such Exercise Date.

       

      (ii)          Additionally, if the calculation set forth in Section 4(b)(i) results in the issuance of fractional shares of Common Stock, in lieu of delivering any fractional share of Common Stock otherwise due upon exercise of any Warrant,
            the Company shall, at its election, either pay a cash adjustment in respect of such final fraction based on the VP per share of Common Stock on the applicable Exercise Date as set forth in Section 4(b)(i)
            or round up to the next whole share.

       

      
        6

        
          


      

      (c)          Strike Price and Warrant Share Adjustments.  Each of the Strike Price and the Warrant Shares will be adjusted from time to time as follows:

       

      (i)          Adjustment Upon Stock Dividends, Certain Issuances, Subdivisions or Combinations of Common Stock.  If the Company, at any time while this Warrant is outstanding:  (A) pays a stock dividend or
            otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (B) subdivides outstanding shares of Common Stock into a larger number of
            shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then
            in each case the Strike Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator
            shall be the number of shares of Common Stock outstanding immediately after such event, and the number of Warrant Shares shall be proportionately adjusted such that the Aggregate Strike Price of this Warrant shall remain unchanged.  Any
            adjustment made pursuant to this Section 4(c)(i) shall become effective immediately after the record date for the determination of stockholders entitled to receive such
            dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re‐classification.

       

      (ii)          Fundamental Transaction.  If, at any time while this Warrant is outstanding, (A) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of
            the Company with or into another Person (excluding a merger effected solely to change the Company’s name), (B) the Company (and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment,
            transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (C) any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another Person)
            is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and such offer has been accepted by the holders of 50% or more of the outstanding Common Stock,
            (D) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively
            converted into or exchanged for other securities, cash or property, or (E) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including,
            without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not
            including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to such stock or share purchase agreement or other business combination) (each
            a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have
            been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 3(f)(i)
            on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such
            Fundamental Transaction (without regard to any limitation in Section 3(f)(i) on the exercise of this Warrant).

       

      
        7

        
          


      

      (iii)          For purposes of any such exercise, the determination of
            the Strike Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall
            apportion the Strike Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities,
            cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.  The Company
            shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the
            obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 4(c)(ii) pursuant to written agreements in
            form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a
            security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent
            entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which
            applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number
            of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and
            substance to the Holder.  Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for, the Company so that from and after the date of such Fundamental Transaction, the provisions of
            this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity, and the Successor Entity may exercise every right and power of the Company and shall assume all of the obligations of the
            Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

       

      (iv)          Other Distributions.  During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to
            holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement
            or other similar transaction) other than any such dividend or distribution that is subject to Section 4(c)(i) hereof (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Strike Price shall be adjusted by multiplying the Strike Price in effect immediately prior to the record date fixed
            for determination of stockholders entitled to receive such Distribution by a fraction of which the denominator shall be the closing price on the record date mentioned above, and of which the numerator shall be such closing price on such record
            date less the then-per-share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors of the
            Company in good faith, and the number of Warrant Shares shall be proportionately adjusted such that the Aggregate Strike Price of this Warrant shall remain unchanged.  In either case the adjustments shall be described in a statement provided to
            the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock.  Such adjustment shall be made whenever any such distribution is made and shall become
            effective immediately after the record date mentioned above.

       

      
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      (v)          Repurchases. Unless otherwise adjusted pursuant to Section 4(c)(i) through (vi) hereof, if, at any time while this Warrant is outstanding, the Company effects any
            Repurchases, then, following the completion of the Repurchase, the Strike Price shall be reduced to the price determined by multiplying the Strike Price in effect immediately prior to the date of the Repurchase by a fraction of which the
            numerator shall be (a) the product of (1) the number of shares of Common Stock outstanding immediately prior to the date of the Repurchase and (2) the closing price of the Common Stock on the trading day immediately preceding the Company’s
            first public disclosure of its intent to effect such Repurchases, minus (b) the Assumed Payment Amount (as defined below), and of which the denominator shall be the product of (X) the number of shares of Common Stock outstanding immediately
            prior to the date of the Repurchase minus the number of shares of Common Stock so repurchased and (Y) the closing price of the Common Stock on the trading day immediately preceding the Company’s first public disclosure of its intent to effect
            such Repurchases. In such event, the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by multiplying such number of Warrant Shares by the quotient of (A) the Strike Price in effect
            immediately prior to the date of the Repurchases divided by (B) the new Strike Price determined in accordance with the immediately preceding sentence. For purposes of the foregoing, the “Assumed Payment Amount” with respect to any Repurchases
            shall mean the closing price as of the date of such Repurchases, of the aggregate consideration paid to effect such Repurchases and “Repurchases” means any transaction or series of related transactions to purchase Common Stock of the Company
            for a purchase price greater than the closing price on the trading day immediately prior to such transactions pursuant to any tender offer or exchange offer.

       

      (vi)          Exceptions to Adjustment Upon Issuance of Common Stock.  Notwithstanding anything herein to the contrary herein, there shall be no adjustment to the number of Warrant Shares issuable upon exercise of this Warrant or the Strike
            Price with respect to any Excluded Issuance.

       

      (d)          Notices.  Whenever the Strike Price or the Warrant Shares are adjusted pursuant to any provision of this Section 4, the Company shall send to the Holder
            a notice setting forth the adjusted Strike Price or Warrant Shares and a brief statement of the facts requiring such adjustment.  In the event the Company shall consummate any Fundamental Transaction then, unless the Company has made a filing
            with the Securities and Exchange Commission, including pursuant to a Current Report on Form 8-K, which filing discloses such Fundamental Transaction, the Company shall give to each Holder a written notice of such Fundamental Transaction.

       

      
        9

        
          


      

      5.          Transfer of Warrant.  Subject to the transfer conditions referred to in the legend endorsed hereon, this Warrant and all rights hereunder are transferable, in whole or in part, by the
            Holder without charge to the Holder, upon surrender of this Warrant to the Company at the address for notices in Section 10 below (email being sufficient) with a properly
            completed and duly executed assignment in the form set forth on Exhibit B and any other documentation as may be reasonably requested from the Company.  Upon such compliance, surrender and delivery, the Company shall execute and deliver
            a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if any, not so
            assigned and this Warrant shall promptly be cancelled.

       

      6.          Holder Not Deemed a Stockholder; Limitations on Liability.  Other than as set forth herein, prior to the issuance to the Holder of the Warrant Shares to which the Holder is then entitled to receive upon the due exercise
            of this Warrant, the Holder shall not be entitled to vote or be deemed the holder of shares of capital stock of the Company for any purpose (other than for tax purposes), nor shall anything contained in this Warrant be construed to confer upon
            the Holder, as such, any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise) or receive notice of meetings.  In
            addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are
            asserted by the Company or by creditors of the Company.

       

      7.          Replacement on Loss; Division and Combination.

       

      (a)          Replacement of Warrant on Loss.  Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to
            it (it being understood that a written indemnification agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation to the Company, the Company at its
            own expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated or destroyed; provided, that, in the case of
            mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.

       

      (b)          Division and Combination of Warrant.  Subject to compliance with the applicable provisions of this Warrant as to any transfer or other assignment which may be involved in such division or combination, this Warrant may be
            divided or, following any such division of this Warrant, subsequently combined with other Warrants, upon the surrender of this Warrant or Warrants to the Company at its then principal executive offices, together with a written notice specifying
            the names and denominations in which new Warrants are to be issued, signed by the respective Holders or their agents or attorneys, along with any other documentation that the Company may reasonably request.  Subject to compliance with the
            applicable provisions of this Warrant as to any transfer or assignment which may be involved in such division or combination, the Company shall at its own expense execute and deliver a new Warrant or Warrants in exchange for the Warrant or
            Warrants so surrendered in accordance with such notice.  Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable in the aggregate for an equivalent number of Warrant Shares as the
            Warrant or Warrants so surrendered in accordance with such notice.

       

      
        10

        
          


      

      8.          Compliance with the Act.

       

      (a)          Restrictive Legend.  The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive
            legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that
            will not result in a violation of the Act.  This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form:

       

      “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
        1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
        TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
        REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”

       

      (b)          Removal of Restrictive Legend.  The Company agrees, upon request of the Holder or permitted assignee, to take all steps reasonably necessary to promptly effect the removal of any restrictive legend from the certificates
            representing Warrant Shares or the book-entry account of such Warrant Shares, and the Company shall bear all costs associated therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as the Holder,
            its permitted assigns or its broker provides to the Company a certification as to the length of time such Warrant Shares have been held and a certification that the Holder is not an affiliate of the Company.  The Company shall cooperate with
            the Holder to effect the removal of the legend at any time such legend is no longer appropriate.

       

      9.          Warrant Register.  The Company shall keep and properly maintain at its principal executive offices books for the registration of this Warrant and any transfers thereof.  The Company may deem and treat the Person in whose
            name this Warrant is registered on such register as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, except any assignment, division, combination or other transfer of this Warrant
            effected in accordance with the provisions of this Warrant.

       

      
        11

        
          


      

      10.          Notices.  All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given:  (a) when delivered by
            hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission); or
            (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.  Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a
            party as shall be specified in a notice given in accordance with this Section 10).

       

      	

            	If to the Company:	
              Stronghold Digital Mining, Inc.

                595 Madison Avenue, 28th Floor

                New York, NY 10022

                Attention:  Matthew Usdin

            


       

      	

            	with a copy to:	
              Vinson & Elkins LLP

                901 East Byrd Street, Suite 1500

                Richmond, VA 23219

                Attention:  Daniel M. LeBey

            


       

      	

            	If to the Holder:	
              To such Holder at the address of such Holder as listed in the stock record books of the Company.

            


       

      11.          Cumulative Remedies.  Except to the extent expressly provided to the contrary, the rights and remedies provided in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for,
            any other rights or remedies available at law, in equity or otherwise.

       

      12.          Entire Agreement.  This Warrant, together with the Transaction Documents, constitutes the sole and entire agreement of the parties with respect to this Warrant and the subject matter contained herein, and supersedes all
            prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.  In the event of any inconsistency between the statements in the body of this Warrant and any of the Transaction Documents, the
            statements in the body of this Warrant shall control.

       

      13.          Equitable Relief. Each of the Company and the Holder acknowledges that a breach or threatened breach by such party of any of its obligations under this Warrant would give rise to irreparable harm to the other party hereto
            for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the other party hereto shall, in addition to any and all other rights and
            remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from a court of competent
            jurisdiction.

       

      14.          Successors and Assigns.  This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and the successors of the Company and the successors and permitted assigns
            of the Holder.  Such successors and/or permitted assigns of the Holder shall be deemed to be a Holder for all purposes hereunder.

       

      
        12

        
          


      

      15.          No Third-Party Beneficiaries.  This Warrant is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, permitted assigns and nothing herein, express or implied,
            is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.

       

      16.          Headings.  The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.

       

      17.          Amendment and Modification; Waiver.  Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.  No waiver by the Company or the
            Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.  No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default
            not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver.  No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising
            from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,
            remedy, power or privilege.

       

      18.          Severability.  If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this
            Warrant or invalidate or render unenforceable such term or provision in any other jurisdiction.

       

      19.          Governing Law.  This Warrant 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 jurisdiction other than those of the State of Delaware.

       

      20.          Submission to Jurisdiction.  Any legal suit, action or proceeding arising out of or based upon this Warrant or the transactions contemplated hereby may be instituted in the federal courts of the United States of America
            or the Chancery Court of the State of Delaware in each case located in the city of Wilmington, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.  Service of process, summons,
            notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.  The parties irrevocably and
            unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such
            court has been brought in an inconvenient forum.

       

      21.          Waiver of Jury Trial.  Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely to involve complicated and difficult issues and, therefore, each party irrevocably and
            unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated hereby.

       

      
        13

        
          


      

      22.          Counterparts.  This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.  A signed copy of this Warrant delivered
            by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.

       

      23.          No Strict Construction.  This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

       

       

      

      [SIGNATURE PAGE FOLLOWS]

       

      

      
        14

        
          


      

      IN WITNESS WHEREOF, the Company has duly executed this Warrant as of the Original Issue Date.

       

       

      

      
        	STRONGHOLD DIGITAL MINING, INC.
	
                 

              	
                 

              
	By:

              	
                 

              
	Name:

              	
                 

              
	Title:

              	
                 

              


      

      

      

      

      

      

        Signature Page to Warrant Agreement

                        

    

    

      
        
          


      

      ACKNOWLEDGED AND AGREED:
      

      

      [HOLDER]

      

      

      
        	By:

              	
                 

              
	Name:

              	
                 

              
	Title:

              	
                 

              


      

                         
      

      

      

      

      

      

      
        Signature Page to Warrant Agreement

         

        

      

      
        
          


      

      EXHIBIT A

          

        NOTICE OF EXERCISE

       

      To:          STRONGHOLD DIGITAL MINING, INC.

       

      Reference is made to that certain Class A Common Stock Pre-Funded Warrant (the “Warrant”)
        issued by Stronghold Digital Mining, Inc. (the “Company”) on [DATE].  Capitalized terms used but not otherwise defined herein shall have the respective meanings given
        thereto in the Warrant.

       

      (1)          The undersigned Holder of the Warrant hereby elects to
            exercise the Warrant for ______ number of Warrant Shares, subject to tender of Warrant Shares pursuant to the cashless exercise provisions of Section 4 of the Warrant.

       

      The undersigned Holder hereby instructs the Company to issue the applicable net number of shares of Common Stock issuable upon exercise of the
        Warrant pursuant to the cashless exercise provisions of Section 4 of the Warrant, in the name of the undersigned Holder.  [The Holder’s calculation of such net number shall be provided to
        the Company upon request.]

       

      (2)          The undersigned Holder hereby represents and warrants to
            the Company that, as of the date hereof:

       

      (a)          Experience; Accredited Investor Status.  The Holder (i) is an accredited investor as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, is capable of evaluating the merits and risks of
            its investment in the Company, (iii) has the capacity to protect its own interests, and (iv) has the financial ability to bear the economic risk of its investment in the Company.

       

      (b)          Company Information.  The Holder has been provided access to all information, including through the Company’s publicly available documents and filings, regarding the business and financial condition of the Company, its
            expected plans for future business activities, material contracts, intellectual property, and the merits and risks of its purchase of the Warrant Shares, which it has requested or otherwise needs to evaluate an investment in the Warrant
            Shares.  It has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities.  It has
            also had the opportunity to ask questions of, and receive answers from, the Company and its management regarding the terms and conditions of this investment and all such questions have been answered to its satisfaction.

       

      (c)          Investment.  The Holder has not been formed solely for the purpose of making this investment and is acquiring the Warrant Shares for investment for its own account, not as a nominee or agent, and not with the view to, or
            for resale in connection with, any distribution of any part thereof.  It understands that the Warrant Shares have not been registered under the Securities Act or applicable state and other securities laws and are being issued by reason of a
            specific exemption from the registration provisions of the Securities Act and applicable state and other securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy
            of the Holder’s representations as expressed herein.

       

       

      

      A-1

      

      
        
          


      

      (d)          Transfer Restrictions.  The Holder acknowledges and understands that (i) transfers of the Warrant Shares are subject to transfer restrictions under the federal securities laws and (ii) it may have to bear the economic
            risk of this investment for an indefinite period of time unless the Warrant Shares are subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

       

      	
              Name of Registered Owner:

            	 
	
              Signature of Authorized Signatory of Registered Owner:

            	 
	
              Name of Authorized Signatory:

            	 
	
              Title of Authorized Signatory:

            	 
	
              Date:

            	 	 
	 	 	 


      

      

       

      

      

       A-2

      
        
          


      

      EXHIBIT B

        

        ASSIGNMENT FORM

       

      (To assign the foregoing Warrant, execute this form and supply required information.  Do not use this form to purchase shares.)

       

      FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

       

      	
              Name:

            	 
	 	
              (Please Print)

            
	
              Address:

            	 
	 	
              (Please Print)

            
	 	 
	
              Dated:

            	 
	
              Holder’s Signature:

            	 
	
              Holder’s Address:

            	 


      

      

       

      

      

      B-1