Material Agreement - Form 425

Hosting Agreement

On September 12, 2024, Stronghold Digital Mining Hosting, LLC ("Stronghold Hosting"), a Delaware limited liability company and indirect subsidiary of Stronghold Digital Mining, Inc., a Delaware corporation (the "Company") entered into a Hosting Agreement (the "Hosting Agreement") with Bitfarms Ltd., a corporation organized under the Business Corporations Act (Ontario) ("Bitfarms"), pursuant to which Bitfarms will deliver approximately 10,000 Bitmain T21 miners owned by Bitfarms (the "Bitfarms Miners") to the Company's Panther Creek mining facility, and the Company will provide power to, maintain, host and operate the Bitfarms Miners.

The initial term of the Hosting Agreement will commence on October 1, 2024 and remain effective until December 31, 2025, after which it will automatically renew for additional one year periods unless either party provides written notice of non-renewal to the other party at least sixty days prior to the expiration of the then-current initial term or renewal term, as applicable. Upon the occurrence of an event of default that is not cured within fifteen days, the non-breaching party may terminate the Hosting Agreement.

Pursuant to the Hosting Agreement, Bitfarms will pay Stronghold Hosting a monthly fee equal to fifty percent of the profit generated by the Bitfarms Miners, subject to certain monthly adjustments between the parties to account for the upfront monthly payment due from Bitfarms to Stronghold Hosting in an amount of $210,000 and for taxes and the net cost of power associated with the operation of the Bitfarms Miners.

In connection with the execution of the Hosting Agreement, Bitfarms deposited with Stronghold Hosting $7.8 million (the "Deposit"), equal to the estimated cost of power for three months of operations of the Bitfarms Miners, which will be refundable in full to Bitfarms within one business day of the end of the initial term expiring on December 31, 2025. In addition, if the Merger Agreement (as defined below) is terminated and the Parent Termination Fee (as defined in the Merger Agreement) is payable by Bitfarms in connection with such termination, up to $5.0 million of the Deposit shall be refunded by way of a corresponding $5.0 million reduction in the amount of the Parent Termination Fee, payable in accordance with the Merger Agreement Amendment as described below (the "Parent Termination Fee Offset"). The Deposit will bear interest at a floating rate equal to the forward-looking term secured overnight financing rate as administered by CME Group Benchmark Administration Limited for the applicable interest period plus 1.0%, payable in kind on the last day of each calendar quarter by capitalizing and adding such interest to the then-outstanding amount of the Deposit. Upon the occurrence and during the continuance of an event of default under the Hosting Agreement, the principal of, and all accrued and unpaid interest on, the Deposit shall bear interest from the date of such event of default, until cured or waived, at a rate equal to 24.0%.

The foregoing description of the Hosting Agreement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Hosting Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Amendment No. 1 to Merger Agreement

On September 12, 2024, the Company, Bitfarms, Backbone Mining Solutions LLC, a Delaware limited liability company and a wholly-owned, indirect subsidiary of Bitfarms ("BMS"), and HPC & AI Megacorp, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of BMS ("Merger Sub") entered into Amendment No. 1 (the "Merger Agreement Amendment") to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 21, 2024, by and among the Company, Bitfarms, BMS and Merger Sub. The Merger Agreement Amendment revised the Merger Agreement to provide for the Parent Termination Fee Offset, require the consent of Bitfarms for any issuances of equity interests of the Company pursuant its at-the-market offering program, and amend certain representations and warranties of the Company.

The foregoing description of the Merger Agreement Amendment is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement Amendment, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.