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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

Commission File Number: 001-40370

BITFARMS LTÉE

(Translation of registrant’s name into English)

110 Yonge Street, Suite 1601, Toronto, Ontario, Canada M5C 1T4

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K

On October 31, 2024 and November 1, 2024, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + (SEDAR +) a material change report that includes a copy of a press release, a copy of which is attached hereto as Exhibit 99.1, and a material change report that includes a copy of a press release, a copy of which is attached hereto as Exhibit 99.3, respectively, both of which are incorporated by reference into the Registration Statements of Bitfarms Ltd. on Form F-10 (File No. 333-272989), Form S-8 (File No. 333-278868) and Form F-4 (File No. 333-282657).

See the Exhibits listed below.

Exhibits

Exhibit No.		Description

99.1		Material Change Report dated October 31, 2024
99.2*		Hosting Agreement, dated October 29, 2024, by and between Stronghold Digital Mining Hosting, LLC and Backbone Mining Solutions LLC
99.3		Material Change Report dated November 1, 2024

Portions of this exhibit have been redacted that both (a) are not material and (b) are the type of information that the Registrant treats as private or confidential.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BITFARMS LTÉE

Par :	/s/ Ben Gagnon
	Name:	Ben Gagnon
	Title:	Directeur général

Date: November 1, 2024

Exhibit 99.1

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1

Name and Address of Company

Bitfarms Ltd. (“Bitfarms” or the “Company”)

110 Yonge Street, Suite 1601

Toronto, Ontario M5C 1T4

Item 2

Date of Material Change

31 octobre 2024

Item 3

News Release

The press release attached as Schedule “A” was released on October 31, 2024 by a newswire company in Canada.

Item 4

Summary of Material Change

The material change is described in the press release attached as Schedule “A”.

Item 5

Full Description of Material Change

The material change is described in the press release attached as Schedule “A”.

Item 6

Reliance of subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7

Omitted Information

Not applicable.

Item 8

Executive Officer

Ben Gagnon

Directeur général

Bitfarms ltée

Bgagnon@bitfarms.com

Item 9

Date of Report

October 31, 2024.

Schedule “A”

Bitfarms conclut un deuxième accord d'hébergement de 10 000 mineurs avec « Stronghold Digital Mining »

- Fait suite à l'accord initial d'hébergement de 10 000 mineurs annoncé en septembre -

- L'accord soutient 2,2 EH/s -

Ce communiqué de presse constitue un « communiqué de presse désigné » aux fins du supplément de prospectus modifié et mis à jour de la Société, daté 4 octobre 2024, à son prospectus facilité de base daté du 10 novembre 2023.

Toronto, Ontario and Brossard, Québec (October 31, 2024) - Bitfarms Ltd. (NASDAQ/TSX: BITF) ("Bitfarms" or the "Company"), a global leader in vertically integrated Bitcoin data center operations, has, through one of its subsidiaries, entered into a second miner hosting agreement (the "Hosting Agreement") with Stronghold Digital Mining Hosting, LLC, a subsidiary of Stronghold Digital Mining, Inc. (NASDAQ: SDIG) (“Stronghold”) at Stronghold’s Scrubgrass site in Pennsylvania.

Selon les termes de l'accord d'hébergement, Bitfarms déploiera sur le site Scrubgrass de Stronghold des 10 000 mineurs supplémentaires, au préalable prévus pour son site d'Yguazu, au Paraguay. La mise sous tension devrait commencer en décembre 2024.

« L'optimisation de nos actifs grâce à ces améliorations rapides sur les sites de Stronghold en Pennsylvanie apportera une valeur significative à court terme pour Bitfarms », a déclaré Ben Gagnon, chef de la direction. « Les 20 000 mineurs que nous déployons sur les deux sites entre les deux accords d'hébergement auront une efficacité de ~20,5 w/TH, en continuant à améliorer l'efficacité globale de notre flotte. L'intégration verticale de nos opérations avec l'infrastructure de production d'énergie existante de Stronghold réduit les besoins en dépenses d'investissement et nous permet de mieux contrôler le coût de l'énergie grâce au commerce de l'énergie et à une meilleure utilisation de la large gamme de modes d'exploitation du T21. Nous sommes impatients de finaliser l'acquisition de Stronghold et de mettre en œuvre notre stratégie visant à accroître notre présence aux États-Unis et à nous diversifier au-delà de l'exploitation de minage de bitcoins ».

La durée initiale de la convention d'hébergement expirera le 31 décembre 2025, après quoi elle sera automatiquement renouvelée pour des périodes supplémentaires d'un an, à moins que l'une ou l'autre des parties ne donne un avis écrit de non-renouvellement. Conformément à l'Accord d'hébergement, Bitfarms payera à Stronghold une redevance mensuelle égale à cinquante pour cent des bénéfices générés par les mineurs de Bitfarms. Dans le cadre de l'exécution de l'Accord d'hébergement, Bitfarms a également déposé auprès de Stronghold 7,8 million de dollars, correspondant au coût estimé de l'énergie pour trois mois de fonctionnement des mineurs de Bitfarms, qui sera remboursé en totalité à Bitfarms à la fin de la période initiale.

À propos de Bitfarms

Fondée en 2017, Bitfarms est une société mondiale de centres de données de bitcoins à intégration verticale qui met sa puissance informatique à la disposition d'un ou de plusieurs « pools » de minage dont elle reçoit le paiement en bitcoins. Bitfarms développe, possède et exploite des installations de minage intégrées verticalement, avec une gestion interne et des services d'ingénierie et d'installation électrique appartenant à la Société, ainsi que de nombreux centres de réparation technique sur site. Le système d'analyse de données exclusif de la Société permet d'obtenir les meilleures performances opérationnelles et le meilleur temps de fonctionnement de sa catégorie.

Bitfarms dispose actuellement de 12 centres de données de bitcoins opérationnels et de deux centres en cours de développement, ainsi que d'accords d'hébergement avec deux centres de données, dans quatre pays : Canada, États-Unis, Paraguay et Argentine. Alimentée principalement par des contrats hydroélectriques respectueux de l'environnement et des contrats d'électricité à long terme, Bitfarms s'engage à utiliser des infrastructures énergétiques durables et souvent sous-utilisées.

Pour en savoir plus sur les événements, les développements et les communautés en ligne de Bitfarms :

www.bitfarms.com

https://www.facebook.com/BitfarmsFR/
https://twitter.com/bitfarms_fr
https://www.instagram.com/bitfarms_fr/
https://www.linkedin.com/company/bitfarms-fr

Glossaire des termes

EH ou EH/s = Exahash ou exahash par seconde

w/TH = Efficacité en watts/terahash (y compris le coût de l’alimentation de l’équipement supplémentaire)

Énoncés prévisionnels

Ce communiqué de presse contient certaine « information prospectives » et « déclarations prospectives » (collectivement, « information prospectives ») qui sont basées sur des attentes, des estimations et des projections à la date de ce communiqué de presse et qui sont couvertes par des règles d'exonération (safe harbors) en vertu des lois sur les valeurs mobilières du Canada et des États-Unis. Les déclarations et l'information contenue dans le présent communiqué concernant l'impact de l'Accord d'hébergement, la croissance prévue, le taux de hachage (hashrate) cible, les occasions liées à la diversification géographique et à l'expansion de la Société, le déploiement des mineurs ainsi que le calendrier y afférent, la clôture de l'acquisition de Stronghold dans les délais et les conditions annoncés, la capacité d'accéder à une énergie électrique supplémentaire et d'augmenter le taux de hachage (hashrate) de l'entreprise Stronghold. La performance des usines et des mises à niveau des équipements et l'impact sur la capacité d'exploitation, y compris le taux de hachage (hashrate) cible et la capacité d'expansion pluriannuelle, les occasions de tirer parti de l'expertise éprouvée de Bitfarms pour améliorer avec succès l'efficacité énergétique et le taux de hachage (hashrate), et d'autres déclarations concernant la croissance, les plans et les objectifs futurs de la Société sont de l'information prospectives.

Toute déclaration impliquant des discussions relatives à des prédictions, des attentes, des croyances, des plans, des projections, des objectifs, des hypothèses, des événements ou des performances futurs (en utilisant souvent, mais pas toujours, des expressions telles que « s'attend à » ou « ne s'attend pas à », « est attendu », « anticipe » ou « n'anticipe pas », « planifie », « budget », « programmé », « prévisions », « estimations », « perspectives », « croire » ou « avoir l'intention » ou des variantes de ces mots et de ces expressions ou déclarant que certaines actions, événements ou résultats « peuvent » ou « pourraient », « seraient », « pourraient » ou « seront » pris pour se produire ou être atteints) ne sont pas des déclarations de faits historiques et peuvent constituer de l'information prospectives.

This forward-looking information is based on assumptions and estimates of management of Bitfarms at the time they were made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of Bitfarms to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors, risks and uncertainties include, among others: receipt of the approval of the shareholders of Stronghold and the Toronto Stock Exchange for the Stronghold acquisition as well as other applicable regulatory approvals; that the Stronghold acquisition may not close within the timeframe anticipated or at all or may not close on the terms and conditions currently anticipated by the parties for a number of reasons including, without limitation, as a result of a failure to satisfy the conditions to closing of the Stronghold acquisition; the construction and operation of new facilities may not occur as currently planned, or at all; expansion of existing facilities may not materialize as currently anticipated, or at all; new miners may not perform up to expectations; revenue may not increase as currently anticipated, or at all; the ongoing ability to successfully mine digital currency is not assured; failure of the equipment upgrades to be installed and operated as planned; the availability of additional power may not occur as currently planned, or at all; expansion may not materialize as currently anticipated, or at all; the power purchase agreements and economics thereof may not be as advantageous as expected; potential environmental cost and regulatory penalties due to the operation of the Stronghold plants which entail environmental risk and certain additional risk factors particular to the business of Stronghold including, land reclamation requirements may be burdensome and expensive, changes in tax credits related to coal refuse power generation could have a material adverse effect on the business, financial condition, results of operations and future development efforts, competition in power markets may have a material adverse effect on the results of operations, cash flows and the market value of the assets, the business is subject to substantial energy regulation and may be adversely affected by legislative or regulatory changes, as well as liability under, or any future inability to comply with, existing or future energy regulations or requirements, the operations are subject to a number of risks arising out of the threat of climate change, and environmental laws, energy transitions policies and initiatives and regulations relating to emissions and coal residue management, which could result in increased operating and capital costs and reduce the extent of business activities, operation of power generation facilities involves significant risks and hazards customary to the power industry that could have a material adverse effect on our revenues and results of operations, and there may not have adequate insurance to cover these risks and hazards, employees, contractors, customers and the general public may be exposed to a risk of injury due to the nature of the operations, limited experience with carbon capture programs and initiatives and dependence on third-parties, including consultants, contractors and suppliers to develop and advance carbon capture programs and initiatives, and failure to properly manage these relationships, or the failure of these consultants, contractors and suppliers to perform as expected, could have a material adverse effect on the business, prospects or operations; the digital currency market; the ability to successfully mine digital currency; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on operations; an increase in network difficulty may have a significant negative impact on operations; the volatility of digital currency prices; the anticipated growth and sustainability of hydroelectricity for the purposes of cryptocurrency mining in the applicable jurisdictions; the inability to maintain reliable and economical sources of power to operate cryptocurrency mining assets; the risks of an increase in electricity costs, cost of natural gas, changes in currency exchange rates, energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which Bitfarms and Stronghold operate and the potential adverse impact on profitability; future capital needs and the ability to complete current and future financings, including Bitfarms’ ability to utilize an at-the-market offering program ( “ATM Program”) and the prices at which securities may be sold in such ATM Program, as well as capital market conditions in general; share dilution resulting from an ATM Program and from other equity issuances; volatile securities markets impacting security pricing unrelated to operating performance; the risk that a material weakness in internal control over financial reporting could result in a misstatement of financial position that may lead to a material misstatement of the annual or interim consolidated financial statements if not prevented or detected on a timely basis; historical prices of digital currencies and the ability to mine digital currencies that will be consistent with historical prices; and the adoption or expansion of any regulation or law that will prevent Bitfarms from operating its business, or make it more costly to do so. For further information concerning these and other risks and uncertainties, refer to Bitfarms’ filings on www.sedarplus.ca (which are also available on the website of the U.S. Securities and Exchange Commission (the “SEC") at www.sec.gov), including the MD&A for the year-ended December 31, 2023, filed on March 7, 2024 and the MD&A for the three and six months ended June 30, 2024 filed on August 8, 2024, and its registration statement on Form F-4 (File No. 333-282657) filed by Bitfarms with the SEC (the “registration statement”), which includes a proxy statement of Stronghold that also constitutes a prospectus of Bitfarms (the “proxy statement/prospectus”). Although Bitfarms has attempted to identify important factors that could cause actual results to differ materially from those expressed in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended, including factors that are currently unknown to or deemed immaterial by Bitfarms. There can be no assurance that such statements will prove to be accurate as actual results, and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on any forward-looking information. Bitfarms does not undertake any obligation to revise or update any forward-looking information other than as required by law. Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the Toronto Stock Exchange, Nasdaq, or any other securities exchange or regulatory authority accepts responsibility for the adequacy or accuracy of this release.

Information complémentaire sur la fusion et où les trouver

This communication relates to a proposed merger between Stronghold and Bitfarms. In connection with the proposed merger, Bitfarms has filed the registration statement with the SEC. After the registration statement is declared effective, Stronghold will mail the proxy statement/prospectus to its shareholders. This communication is not a substitute for the registration statement, the proxy statement/prospectus or any other relevant documents Bitfarms and Stronghold has filed or will file with the SEC. Investors are urged to read the proxy statement/prospectus (including all amendments and supplements thereto) and other relevant documents filed with the SEC carefully and in their entirety if and when they become available because they will contain important information about the proposed merger and related matters.

Les investisseurs peuvent obtenir des copies gratuites de la déclaration d'inscription, de la déclaration de procuration/du prospectus et d'autres documents pertinents déposés par Bitfarms et Stronghold auprès de la SEC, lorsqu'ils seront disponibles, sur le site Web géré par la SEC à l'adresse www sec.gov. Des copies de ces documents peuvent également être obtenues gratuitement auprès de Bitfarms en contactant le service des relations avec les investisseurs de Bitfarms à l'adresse investisseurs@bitfarms.com et auprès de Stronghold en contactant le service des relations avec les investisseurs de Stronghold à l'adresse SDIG@gateway-grp.com.

Pas d'offre ni de sollicitation

Cette communication n'est pas destinée à constituer et ne constitue pas une offre de vente ou la sollicitation d'une offre d'achat, de vente ou de sollicitation de titres ou d'une procuration, d'un vote ou d'une approbation, et il n'y aura pas de vente de titres dans une juridiction où une telle offre, sollicitation ou vente serait illégale avant l'inscription ou la qualification en vertu des lois sur les valeurs mobilières d'une telle juridiction. Aucune offre de valeurs mobilières n'est réputée être faite si ce n'est au moyen d'un prospectus répondant aux exigences de la section 10 de la loi sur les valeurs mobilières de 1933, telle qu'elle a été modifiée.

Participants à la sollicitation relative à la fusion

Bitfarms, Stronghold, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies from Stronghold's shareholders in respect of the proposed merger. Information regarding Bitfarms’ directors and executive officers can be found in Bitfarms’ annual information form for the year ended December 31, 2023, filed on March 7, 2024, as well as its other filings with the SEC. Information regarding Stronghold’s directors and executive officers can be found in Stronghold’s proxy statement for its 2024 annual meeting of stockholders, filed with the SEC on April 29, 2024, and supplemented on June 7, 2024, and in its Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024. This communication may be deemed to be solicitation material in respect of the proposed merger. Additional information regarding the interests of such potential participants, including their respective interests by security holdings or otherwise, is set forth in the proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed merger if and when they become available. These documents are available free of charge on the SEC’s website and from Bitfarms and Stronghold using the sources indicated above.

Contacts pour les relations avec les investisseurs :

Bitfarms

Tracy Krumme

SVP, Head of IR & Corp. Comms.

+1 786-671-5638

tkrumme@bitfarms.com

Contacts pour les médias :

Québec : Tact

Louis-Martin Leclerc

+1 418-693-2425

lmleclerc@tactconseil.ca

Exhibit 99.2

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH (REDACTED).

Hosting Agreement

THIS HOSTING AGREEMENT (this “Agreement”) is made this 29^th day of October, 2024 by and between Stronghold Digital Mining Hosting, LLC, a Delaware limited liability company (“Stronghold”) and Backbone Mining Solutions LLC. a Delaware limited liability company, (“BMS,” and, together with Stronghold, each a “Party” and, collectively, the “Parties”).

WHEREAS, BMS owns the BMS Equipment as set forth in Exhibit A (the “Bitcoin Miners” and the “PDUs”), and the Bitcoin Miners and PDUs will be delivered to Stronghold’s Scrubgrass power plant located at 2151 Lisbon Road, Kennerdell, Pennsylvania 16374 (“Scrubgrass”) at BMS’s sole cost and expense, and will be installed and operating at Scrubgrass;

WHEREAS, Stronghold will maintain, host, and operate the Bitcoin Miners and PDUs on behalf of BMS during the Term (as defined herein) in accordance with the terms and conditions set forth herein;

WHEREAS, certain defined terms set forth herein are set forth in Exhibit B and are incorporated by reference herein;

NOW, THEREFORE, in consideration of the foregoing and the promises set forth below, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Services.

1.1.

Installation and Facility Services. To the extent not previously installed, as soon as practicably possible following Stronghold’s receipt of the Bitcoin Miners and PDUs, Stronghold will provide racking infrastructure and install the Bitcoin Miners and PDUs. Stronghold covenants and agrees to supply electrical power and Internet access for the Bitcoin Miners and PDUs at Scrubgrass. Notwithstanding the foregoing, BMS agrees that Stronghold will not be liable for any delays in the hosting or installation of the Bitcoin Miners and PDUs unless such delays are caused by the gross negligence or willful misconduct of Stronghold. BMS agrees that Stronghold may contract to sell capacity and energy to additional parties and may contract with third parties to provide similar services; provided, however, that such contracts do not breach or cause a breach under this Agreement.

1.2.

Hosting Services. Upon delivery of the Bitcoin Miners and PDUs to Scrubgrass, Stronghold agrees to unload, install, provision, maintain, and operate the Bitcoin Miners and PDUs at Scrubgrass as instructed in writing by BMS, so long as such instruction is commercially reasonable. In the event that BMS does not provide instruction in writing, Stronghold will use its commercially reasonable judgement in performing such services. Stronghold agrees to supply power, rack space, ambient cooling, and miner reboots, subject to other terms found in this Agreement.

1.3.

Mining. Subject to the terms hereof, Stronghold shall direct mined tokens derived from the operation of the Bitcoin Miners and PDUs to a wallet that is controlled by BMS. Stronghold shall be granted view-only rights to the wallet that is controlled by BMS. BMS shall determine the pool to which the Bitcoin Miners’ and PDUs’ hashpower shall be directed.

1.4.

Identification. BMS will ensure that all Bitcoin Miners and PDUs are labelled or otherwise marked such that Stronghold can identify that BMS is the owner of such Bitcoin Miners and PDUs.

1.5.

Site Security. Stronghold will provide adequate and reasonable site security at Scrubgrass in accordance with industry standards.

Term and Termination.

2.1.

Term. The term of this Agreement (the “Hosting Term”) shall commence on November 1, 2024, and shall remain effective until December 31, 2025. The term of this Agreement shall automatically renew for additional one (1) year periods (such renewal period(s), together with the Hosting Term, the “Term”) unless one party notifies the other in writing at least sixty (60) days prior to the conclusion of the then-current Term

2.2.

Termination; Exclusion of Certain Bitcoin Miners and PDUs.

2.2.1.

Solely upon the occurrence of an Event of Default that has not been cured (to the extent a cure is permissible) within fifteen (15) days under this Agreement, Stronghold or BMS may terminate this Agreement.

The following events shall constitute an “Event of Default” under this Agreement: failure by any Party to make payment on undisputed amounts when due; failure to maintain any Bitcoin Miner or PDU as required hereunder; a material breach of the representations and warranties contained in this Agreement; a material breach of any covenant or provision of this Agreement, a Party shall file a voluntary petition or commence a case in bankruptcy in a proceeding under any bankruptcy or insolvency law or seek relief under the provisions of any other insolvency, reorganization or similar law either now existing or that may in the future exist, providing for the winding up or termination of its existence as a limited liability company, or shall make a general assignment for the benefit of its creditors; and an involuntary petition or filing to commence a case or proceeding under any bankruptcy or insolvency law shall have been filed by any creditor of a Party (or other third-party with adequate standing to make such filing). Provided, however, that the events of default listed above shall not constitute an Event of Default to the extent cured within fifteen (15) days.

If a Party, in good faith, disputes any payment called for herein, that Party shall submit to the other Party, by the due date, full payment of the undisputed portion of the payment, and written documentation identifying and substantiating the disputed amount. If Party does not report a dispute within fifteen (15) calendar days following the date when the payment is due to be paid, that Party shall have waived its right to dispute the invoice or charge. The Parties agree to use their respective commercially reasonable efforts to resolve any dispute within ten (10) days after a Party receives written notice of a dispute from the other Party. Any disputed amounts resolved in favor of BMS shall be credited to the Actual Payment Amount due to or by BMS for the next month following resolution of the dispute. Any disputed amounts resolved in favor of Stronghold shall be offset against the Actual Payment Amount due to or by BMS for the next month following resolution of the dispute.

2.2.2.

This Agreement shall no longer apply to any Bitcoin Miner or PDU, and such Bitcoin Miner or PDU shall be excluded from any calculations used to determine any payments, profits or fees, that (i) is not in working order, (ii) is “Economically Obsolete” (as defined herein), or (iii) is removed and replaced pursuant to Section 5.3.

“Economically Obsolete” shall mean when a Bitcoin Miner or PDU has an Implied Bitcoin Mining Revenue that is less than the Agreement Cost of Power for three (3) consecutive months or if a Bitcoin Miner or PDU is not in working order.

“Not in working order” means not functioning normally for more than thirty (30) consecutive days after Stronghold provides written notice to BMS that a Bitcoin Miner or PDU is not functioning properly which written notice shall include calculations related to the performance of that Bitcoin Miner or PDU. BMS shall have the right to replace that Bitcoin Miner or PDU with a replacement Bitcoin Miner or PDU or to repair that Bitcoin Miner or PDU to bring it to normal function. Stronghold shall hold a space at the Mining Facility for that Bitcoin Miner or PDU to be replaced or repaired for thirty (30) days after notice is given to BMS.

In each case, BMS shall have thirty (30) days to either (i) in the case of 2.2.2.1, provide a new Bitcoin Miner or PDU that is not Economically Obsolete; or (ii) in the case of 2.2.2.2, provide a replacement Bitcoin Miner or PDU or provide necessary spare parts to cure any defects in the applicable Bitcoin Miner or PDU.

In the event a Bitcoin Miner or PDU is removed and replaced pursuant to Section 5.3, this Agreement shall apply to the replacement Bitcoin Miner or PDU supplied by BMS commencing upon delivery of such replacement Bitcoin Miner or PDU by BMS to Stronghold at Scrubgrass.

2.2.3.

Additional Remedies.

If BMS fails to make any undisputed payment required hereunder and such payment failure has not been remedied in accordance with Section 2.2.1 above, within thirty (30) days, then in addition to any other rights and remedies it may have, Stronghold shall have the right, with written notice to BMS, to redirect mining revenue from the Bitcoin Miners and PDUs, or to collect 100% of electricity sales (or any combination thereof) for Stronghold’s sole account (such redirection of mining or electricity revenue shall be known as “Stronghold Self Operation”).

Should Stronghold’s Net Self Operation Income earned in the first thirty (30) days of Stronghold Self Operation equal or exceed 105% of the undisputed payment that BMS failed to pay to Stronghold, the Parties shall consider BMS’s failure to pay that undisputed amount to be cured. “Net Self Operation Income” is calculated as (x) the product of the gross revenues received by Stronghold during Stronghold Self Operation and the BMS Share applicable during the month prior to BMS’s failure to make an undisputed failure payment minus (y) the product of the Total Cost and the BMS Share applicable during the month prior to BMS’s failure to make an undisputed failure payment. For the avoidance of doubt, once the non-payment of the undisputed amount is cured, Stronghold shall redirect the mining revenue as per the original terms of this Agreement, subject to Section 2.2.3.4 below.

Should Stronghold not receive 105% of the undisputed payment that BMS failed to make to Stronghold earned in the first thirty (30) days of Stronghold Self Operation, as calculated in Section 2.2.3.2, then upon five (5) Business Days’ notice to BMS, Stronghold may in its sole discretion, in additional to any other rights and remedies it may have, (a) reconfigure for Stronghold’s use, or (b) remove and store at BMS’s expense, all or any portion of the Bitcoin Miners and PDUs without any cost, obligation or liability of Stronghold to BMS until such undisputed payment owed by BMS is made.

Should BMS fail to make more than one undisputed payment required hereunder and such second payment failure is not remedied in accordance with Section 2.2.1 above, then, in addition to any other rights and remedies it may have, Stronghold shall have the right, in its sole discretion, with written notice to BMS, to immediately (a) reconfigure for Stronghold’s use, or (b) remove and store at BMS’s expense, all or any portion of the Bitcoin Miners and PDUs without any cost, obligation or liability of Stronghold to BMS until such undisputed payment is made, without the obligation to comply with in Stronghold Self Operation or offset any unpaid amounts with any Stronghold Self Operation Income prior to taking such action.

2.3.

The Parties agree that in the event of a termination of this Agreement as provided for herein, neither Party shall have a duty or obligation to mitigate unless otherwise indicated in this Agreement.

2.4.

Access; Removal of Property. Upon the occurrence of an Event of Default, BMS shall, upon written notice to Stronghold, immediately have the right to access the Mining Facility during the Access Period (as defined herein) for the purpose of removing any of the Bitcoin Miners and PDUs from the Mining Facility at BMS’s sole cost and expense; provided, however, that should the Access Period be tolled due to stay by the Court in a bankruptcy, insolvency or similar debtor proceeding, after any such stay is lifted, BMS shall have any time that remained before the tolling to conclude the exercise of the rights and removal of the Bitcoin Miners and PDUs for the Access Period. Stronghold will not unreasonably withhold access to Scrubgrass or otherwise obstruct the process of removing the Bitcoin Miners and PDUs. Should BMS fail to remove the Bitcoin Miners and PDUs in the time provided above, Stronghold shall be permitted, at its sole discretion, to (i) operate the Bitcoin Miners and PDUs and keep 100% of the proceeds generated by the Bitcoin Miners and PDUs from the end of such period until the Bitcoin Miners and PDUs are actually removed or (ii) remove all Bitcoin Miners and PDUs and return them to BMS, for which BMS shall immediately reimburse Stronghold for its costs and expenses to do so, and Stronghold shall not have liability for the condition of the Bitcoin Miners and PDUs delivered to BMS, so long as such Bitcoin Miners were maintained as specified herein and, with respect to the removal and return or storage of the Bitcoin Miners and PDUs, absent Stronghold’s gross negligence or willful misconduct in performing such tasks. As used herein, the term “Access Period” shall mean the period beginning on the date set forth in the written notice required pursuant to this Section 2.4 and ending on the earlier to occur of (i) ninety (90) days from the date set forth in BMS’s notice of exercise or (ii) ninety (90) days after the expiration or earlier termination of this Agreement in accordance with its terms.

2.4.1.

During the exercise of BMS’s rights pursuant hereto, Stronghold shall permit BMS and its agents and nominees to gain access to Scrubgrass and the Mining Facility for the purpose of enforcing its security interest in the Bitcoin Miners and PDUs, including, without limitation, protecting, removing, or disposing of or liquidating the Bitcoin Miners and PDUs.

2.4.2.

BMS shall have access to Scrubgrass and the Mining Facility during the Access Period at no charge to BMS.

2.5.

Stronghold Waiver and Release. Stronghold hereby waives in favor of BMS:

2.5.1.

all rights, if any, of distraint, levy and execution which Stronghold may now or hereafter have against the Bitcoin Miners and PDUs;

2.5.2.

all statutory liens, security interests, or other liens, if any, which Stronghold may now have or hereafter have in the Bitcoin Miners and PDUs; and

2.5.3.

all other interests or claims of every nature whatsoever, if any, which Stronghold may now or hereafter have in or against the Bitcoin Miners and PDUs for any rent, storage charges, or other sums due, or to become due, to Stronghold by BMS.

2.6.

No Bitcoin Miners or PDUs Deemed Fixtures. The Bitcoin Miners and PDUs may be stored, used, or installed at the Mining Facility but shall not be deemed a fixture or part of the real estate but rather at all times be deemed personal property, whether or not the Bitcoin Miners or PDUs become so related to Scrubgrass and/or the Mining Facility that an interest therein arises under real estate law.

Fees and Payment.

3.1.

Before the first day of every calendar month during the Hosting Term, BMS will pay to Stronghold $600,000 (the “Upfront Monthly Payment”) in immediately available cash as set forth in Section 3.4. Notwithstanding anything to the contrary herein, the first Upfront Monthly Payment shall not be required to be paid by BMS until November 30, 2024, and at no point in time during the Hosting Term shall the aggregate amount of Upfront Monthly Payments outstanding exceed $600,000.

3.2.

As Bitcoins are mined by the Bitcoin Miners and PDUs, BMS, through its mining pool, shall send earned rewards on a daily basis to a pool subaccount, in accordance with the full pay per share (“FPPS”) method. If there are significant deviations between the FPPS payout to Stronghold and the expected payout based on performance, Stronghold may request an audit with which BMS shall cooperate. Subsequently, BMS shall cause the mining pool to then transfer a quantity of Bitcoin, which will be calculated as the product of total earned rewards and the difference between 100% and the prevailing “BMS Share” (as defined herein), to the designated wallet of Stronghold if the total earned rewards exceeds .01 BTC (the “Reward Limit”), except on the last day of each month, in which the Reward Limit is reduced to .001 BTC. For the avoidance of doubt, any partial BTC that is not paid to Stronghold on a certain day will be paid to Stronghold the next time BTC is paid to Stronghold; provided that BMS’s minimum thresholds for pool subaccount pay-outs are met.

3.3.

Not later than twenty (21) days after the end of each month (the “True-up Date”), Stronghold shall provide to BMS the calculations of the “Monthly Service Fees” (as defined herein) and the “Actual Payment Amount” (as defined herein). If the Actual Payment Amount is less than 0, Stronghold will deliver an invoice to BMS for an amount equal to the Actual Payment Amount multiplied by negative one, which BMS will pay to Stronghold within five (5) Business Days of receiving the invoice. If the Actual Payment Amount is greater than 0, Stronghold will pay to BMS an amount equal to the Actual Payment Amount within two (2) Business Days of the True-up Date.

3.4.

Stronghold and BMS shall provide information regarding their fiat accounts and bitcoin public key addresses to be used for payments required hereunder via separate cover.

3.5.

All fees are exclusive of taxes, including, but not limited to, sales, use, transfer, privilege, excise, VAT, GST, consumption and other similar taxes, fees, duties, governmental assessments, impositions and levies imposed on the transaction in question (including, without limitation, access and use of the Bitcoin Miners and PDUs and the delivery of Services), all of which BMS shall pay in full, or reimburse Stronghold for payments made on BMS’s behalf; provided that BMS shall not be liable for taxes arising from Stronghold’s income. Any payments due to Stronghold shall be accounted for in accordance with this Section 3.

3.6.

Deposit. BMS will deposit with Stronghold simultaneously with the execution of this Agreement the sum of US$7,800,000.00 (the “Deposit”) (equal to US$70 per MW multiplied by 50 MW and ninety-three (93) days (three (3) months) and twenty-four (24) hours), which Deposit, inclusive of any accrued and unpaid interest, shall be returned to BMS within one (1) Business Day following the end of the Hosting Term.

3.7.

The Deposit shall bear interest at a rate per annum equal to the Interest Rate. Accrued interest on the Deposit shall be payable in arrears on each applicable Interest Payment Date; provided that (i) interest accrued pursuant to this Section 3.7 shall be payable on demand and (ii) at the time the Deposit is returned to BMS pursuant to Section 3.6, accrued interest on the Deposit shall be payable on the date of such return.

3.8.

The accrued interest on the Deposit shall be due and payable in kind on each Interest Payment Date. Notwithstanding the foregoing or anything to the contrary contained herein, so long as no Event of Default has occurred and is continuing, on each date on which interest is to be paid in accordance with Section 3.7, such interest shall be paid in kind on each such date by capitalizing and adding such interest to the then outstanding amount of the Deposit (“PIK Interest”) and any interest to be so capitalized pursuant to this Section 3.8 shall be capitalized on the relevant date provided for payment herein and added to the then outstanding amount of the Deposit so as to increase the amount of the Deposit, which Deposit amount shall be refunded in accordance with Section 3.6. For purposes of this Agreement, from the date so capitalized, PIK Interest capitalized pursuant to this Section 3.8 shall bear interest in accordance with this Section 3.8 as if it had originally been part of the amount of the Deposit and all references herein to the amount of the Deposit shall include PIK Interest.

3.9.

To the extent permitted by law and notwithstanding anything to the contrary in this Section 3, upon the occurrence and during the continuance of an Event of Default, the principal of, and all accrued and unpaid interest on, the Deposit shall bear interest, from the date such Event of Default occurred until the date such Event of Default is cured or waived in writing in accordance herewith, at a rate per annum equal at all times to 24.0%.

Access.

4.1.

Access to Facilities. Other than as provided in Section 2.4, BMS shall not be permitted access to Scrubgrass other than through a supervised tour and upon prior written notice to Stronghold no less than forty-eight (48) hours in advance and such access shall occur during normal business hours. BMS may be permitted supervised access to Scrubgrass to provide repairs to Bitcoin Miners and PDUs that are not in working order or “Economically Obsolete,” in accordance with 2.2.2 above, or to replace any Bitcoin Miner or PDU at the request of BMS in accordance with Section 5.3. BMS will be solely responsible for any damage or loss caused by anyone acting for or on its behalf while at the Mining Facility except to the extent of any contributory negligence on the part of Stronghold.

4.2.

Hazardous Conditions. If, in the reasonable discretion of Stronghold, its employees, or its agents, any hazardous conditions arise on, from, or affecting Scrubgrass, Stronghold is hereby authorized to suspend service under this Agreement for the affected site without subjecting Stronghold to any liability. Stronghold shall provide written notice of any such suspension of service to BMS within a reasonable time. In the event of an emergency, and upon prior written notice to BMS, Stronghold may rearrange, remove, or relocate Bitcoin Miners and PDUs without any liability to BMS. For the avoidance of doubt, BMS shall not be liable or responsible for any obligations under this Agreement during such period of suspended service.

4.3.

Intermittent Outages. BMS acknowledges that Stronghold may curtail the Bitcoin Miners and PDUs upon the occurrence and continuation of a Force Majeure event, during outages for maintenance purposes, in the event Stronghold identifies a hazardous condition, or if Stronghold determines that it is in the best interest of, and more economical for, all Parties to the Agreement to sell power to the grid. Stronghold agrees to provide written notice to BMS of any of the foregoing events, as specified in this Agreement.

Removal, Relocation and Replacement of the Bitcoin Miners and PDUs.

5.1.

Relocation by Stronghold. Stronghold may, from time to time, relocate Bitcoin Miners and PDUs within Scrubgrass to the extent Stronghold reasonably determines that such relocation is necessary to protect the Bitcoin Miners and PDUs from hazardous conditions, due to commercially unacceptable interference (as defined in Section 5.2), or to perform maintenance work on the Bitcoin Miners and PDUs. Stronghold agrees to provide written notice of any such relocation as soon as reasonably practical (or as set forth in Section 5.2 for commercially unacceptable interference). Stronghold must receive prior written approval from BMS to relocate the Bitcoin Miners and PDUs for any other reason. In any case, the site of relocation shall afford comparable environmental conditions for the Bitcoin Miners and PDUs, comparable accessibility to the Bitcoin Miners and PDUs, and comparable security conditions for the Bitcoin Miners and PDUs. Stronghold shall not arbitrarily or capriciously relocate the Bitcoin Miners and PDUs. If the Bitcoin Miners and PDUs are relocated according to this Section 5.1, the cost of relocating the Bitcoin Miners and PDUs shall be borne exclusively by Stronghold.

5.2.

Commercially Unacceptable Interference. If at any time any Bitcoin Miners and PDUs cause commercially unacceptable interference to other equipment at Scrubgrass and such interference cannot be cured within ten (10) days, Stronghold may, with prior written notice to BMS, relocate such Bitcoin Miners and PDUs at BMS’s sole expense. Interference as used herein means either (i) damages to Stronghold network infrastructure, (ii) damages to energy sources throughout Scrubgrass, and/or (iii) significant negative impact on other miners’ hash rate performance or (iv) to other equipment, goods or material at Scrubgrass

5.3.

Equipment Removal and Replacement. During the Term or any renewal Term, BMS shall have the right to replace Bitcoin Miners and PDUs at Scrubgrass if BMS reasonably determines that such replacement will be economically beneficial. For the avoidance of doubt, a replacement Bitcoin Miner will be deemed economically beneficial if such replacement Bitcoin Miner (i) has the same or higher hash rate capacity as the replaced Bitcoin Miner and (ii) has the same or better efficiency than the replaced Bitcoin Miners and PDUs. In that event, Stronghold agrees, at BMS’s sole cost upon not less than thirty (30) Business Days’ notice, to remove the Bitcoin Miners and PDUs that are being replaced and arrange for the delivery of such removed Bitcoin Miners and PDUs to BMS upon the delivery by BMS of the replacement Bitcoin Miners and PDUs to Stronghold at Scrubgrass.

BMS Responsibilities.

6.1.

Insurance. BMS acknowledges that Stronghold is not an insurer, and the Bitcoin Miners and PDUs in respect of which BMS holds title are not covered by any insurance policy held by Stronghold. BMS is responsible for obtaining insurance coverage for such Bitcoin Miners and PDUs for up to the full replacement cost of the Bitcoin Miners and PDUs during the Hosting Term, and BMS’s failure to maintain the insurance coverage as required by this provision shall be a material breach of this Agreement. BMS shall assume responsibility for all costs related to damage to Stronghold’s personnel and/or property as a result of BMS’s gross negligence. In respect of those Bitcoin Miners and PDUs covered by BMS, BMS’s insurance must be primary and non-contributory with respect to the Bitcoin Miners and PDUs and shall contain a waiver of subrogation clause in favor of Stronghold and shall name Stronghold as an additional insured.

6.2.

Equipment in Good Working Order. BMS represents and warrants that all Bitcoin Miners and PDUs delivered to Stronghold under the Agreement are functioning properly and suitable for use at the Mining Facility. To the extent that any Bitcoin Miner or PDU is deemed to be malfunctioning because that Bitcoin Miner or PDU fails to perform properly (“Nonconforming”), BMS may direct Stronghold to attempt to repair that Nonconforming Bitcoin Miner or PDU with all spare parts to be provided by BMS or may replace that Nonconforming Bitcoin Miner or PDU with a Replacement Bitcoin Miner or PDU provided at BMS’s sole cost and expense. It is understood that BMS is responsible for any costs associated with the troubleshooting and repair of Nonconforming Bitcoin Miners and PDUs including labor, parts and replacement of Nonconforming Bitcoin Miners or PDUs. Stronghold is not responsible in any way for installation delays or loss of profits as a result of Nonconforming Bitcoin Miners or PDUs. Once the Bitcoin Miners and PDUs are delivered by BMS to Stronghold, confirmed by both Parties hereto to be in good working order, and installed and operational, Stronghold shall ensure the ongoing services as stated in this Agreement. For the avoidance of doubt, this provision shall not apply in the event any defect and/or unsuitability of use of the Bitcoin Miners or PDUs is caused by the gross negligence or willful misconduct of Stronghold.

6.3.

Compliance with Laws. BMS’s use of Scrubgrass and the Associated Equipment located at the Scrubgrass shall conform to all applicable Law, including international Law, the Law of the jurisdictions in which BMS is doing business and where Scrubgrass is located. As used herein, “Law” means any law, statute, rule, protocol, procedure, exchange rule, tariff, decision, requirement, writ, order decree or judgement adopted by or any interpretation hereof by any court, government agency, regulatory body, instrumentality or any other entity, including an electric utility, retail electric provider, regional transmission organization or independent system operator. In the event that there is a new Law or a change in Law that causes Stronghold to directly or indirectly incur new or additional costs in connection with this Agreement, which cost exceeds more than $10,000 per month, Stronghold shall notify BMS as soon as reasonably practicable, and BMS shall have ten (10) days to decide whether to accept or reject such pass through costs. If BMS rejects the pass through costs, then either Party may terminate this Agreement without incurring further liabilities or obligations to the other Party (notwithstanding obligations due prior to and up until the time where notice of termination is provided). If BMS does not reject the pass through costs, then Stronghold may pass through such costs to BMS without markup. BMS shall timely cooperate in any audit or review of BMS’s compliance with the terms hereof conducted by or on behalf of Stronghold, responding accurately and completely to all inquiries, and providing any requested documents.

Limitation of Liability.

7.1.

STRONGHOLD MAKES NO WARRANTIES OR GUARANTEES RELATED TO THE AVAILABILITY OF THE SERVICES OR THE OPERATING TEMPERATURE OF SCRUBGRASS. THE SERVICES AND THE MINING FACILITY PROVIDED BY STRONGHOLD ARE PROVIDED “AS IS.” STRONGHOLD DOES NOT PROVIDE MECHANICAL COOLING OR BACKUP POWER AND THE FACILITY IS SUBJECT TO SWINGS IN LOCAL TEMPERATURE, WIND, HUMIDITY, ETC. INTERNET ACCESS IS NOT REDUNDANT OR PROTECTED AND IS NOT GUARANTEED AT ALL TIMES.

7.2.

THE PARTIES HERETO MAKE NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) NON-INFRINGEMENT; OR (D) WARRANTY AGAINST INTERFERENCE. STRONGHOLD DOES NOT WARRANT THAT (A) THE SERVICE SHALL BE AVAILABLE 24/7 OR FREE FROM INTERRUPTIONS; OR (B) THE SERVICE SHALL PROVIDE ANY FUNCTION NOT DESIGNATED HEREIN OR IN ANY OTHER DOCUMENTATION. STRONGHOLD DOES NOT WARRANT THAT THE ASSOCIATED EQUIPMENT SHALL MEET BMS’S REQUIREMENTS OTHER THAN AS SET OUT HEREIN. STRONGHOLD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

7.3.

BMS further acknowledges that cryptocurrency price movements, mining difficulty adjustments, blockchain network forks, blockchain network attacks, blockchain service interruptions, protocol functionality upgrades and modifications, changes in Law, and legal and regulatory risks (“External Risks”) could have a material adverse impact on the value of cryptocurrencies, cryptocurrency mining, the Bitcoin Miners and PDUs, and the Hosting Services. Each Party assumes responsibility for all respective External Risks, and further, each Party hereby disclaims all liability for any losses that may arise from the other Party as a result thereof, unless otherwise indicated in this Agreement.

7.4.

STRONGHOLD DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM STRONGHOLD’S NETWORK AND OTHER PORTIONS OF THE INTERNET, OR ON ANY BLOCKCHAIN NETWORK. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT BMS’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH STRONGHOLD WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, STRONGHOLD CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, STRONGHOLD DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

7.5.

EXCEPT FOR LIABILITIES ARISING OUT OF STRONGHOLD’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, STRONGHOLD SHALL HAVE NO OBLIGATION, RESPONSIBILITY, OR LIABILITY FOR ANY OF THE FOLLOWING: (A) ANY INTERRUPTION OR DEFECTS IN THE BITCOIN MINERS OR PDUS CAUSED BY FACTORS OUTSIDE OF STRONGHOLD’S REASONABLE CONTROL; (B) AND LOSS, DELETION, OR CORRUPTION OF BMS’S DATA OR FILES; (C) ANY LOST REVENUE OR PROFITS TO BMS DURING NETWORK OR POWER OUTAGES, LIMITATIONS, OR CURTAILMENT, BITCOIN MINER OR PDU FAILURES, OR OTHER FACTORS OUTSIDE OF STRONGHOLD’S CONTROL; (D) DAMAGES RESULTING FROM ANY ACTIONS OR INACTIONS OF BMS OR ANY THIRD PARTY NOT UNDER STRONGHOLD’S CONTROL; OR (E) DAMAGES RESULTING FROM BITCOIN MINERS, PDUS OR ANY THIRD-PARTY EQUIPMENT.

7.6.

Disclaimers. BMS understands and acknowledges that, in some situations, Bitcoin Miner or PDU functionality may be unavailable due to factors outside of Stronghold’s reasonable control. This includes, but is not limited to network failures, pool operator failures, denial of service attacks, currency network outages, blockchain network outages or failures, hacking or malicious attacks on the crypto networks or exchanges, power outages, or acts of God. NOTWITHSTANDING SECTION 7.5 OF THIS AGREEMENT, STRONGHOLD SHALL HAVE NO OBLIGATION, RESPONSIBILITY, AND/OR LIABILITY FOR ANY INTERRUPTION OR DEFECTS IN ASSOCIATED EQUIPMENT FUNCTIONALITY. NOTWITHSTANDING SECTION 7.5 OF THIS AGREEMENT, IN NO EVENT SHALL STRONGHOLD HAVE ANY LIABILITY UNDER ANY CIRCUMSTANCES FOR: (A) ANY LOSS, DELETION, OR CORRUPTION OF BMS’S DATA OR FILES WHATSOEVER; (B) ANY LOST REVENUE TO BMS DURING OUTAGES, CURTAILMENT EQUIPMENT FAILURES, ETC.; (C) ANY INTERNET FAILURE OR OUTAGE; (D) DAMAGES RESULTING FROM ANY ACTIONS OR INACTIONS OF BMS OR ANY THIRD PARTY NOT UNDER STRONGHOLD’S CONTROL; (E) DAMAGES RESULTING FROM ANY THIRD-PARTY EQUIPMENT; OR (F) UNFORESEEABLE DELAYS OR ISSUES THAT MIGHT CAUSE THE MINING FACILITY NOT TO BE PREPARED TO INSTALL AND HOST THE BITCOIN MINERS, PDUS AND OTHER BMS EQUIPMENT CONTEMPLATED TO BE DELIVERED HEREUNDER IMMEDIATELY UPON ARRIVAL OR WITHIN THE TIMELINE EXPECTED BY BMS, OR ANY LOSS OF PROFITS OR INCURRENCE OF EXPENSES RELATED TO SUCH DELAYS IN DELIVERY.

Limitations on Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON, FIRM, OR ENTITY IN ANY RESPECT, FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, RELIANCE, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OF ANY KIND OR NATURE WHATSOEVER, LOSS OF BUSINESS, LOSS OF DATA OR COST OF COVER OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR RELATING TO THE SUBJECT OF THIS AGREEMENT INCLUDING MISTAKES, NEGLIGENCE, ACCIDENTS, ERRORS, OMISSIONS, INTERRUPTIONS, OR DEFECTS IN TRANSMISSION, OR DELAYS, INCLUDING, BUT NOT LIMITED TO, THOSE COSTS AND LIABILITIES WHICH MAY BE CAUSED BY REGULATORY OR JUDICIAL AUTHORITIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OBLIGATIONS OF SUCH PARTY PURSUANT TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. EXCEPT FOR LIABILITIES ARISING OUT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY’S LIABILITIES UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY, OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED $1,000,000.00.

Indemnity.

9.1.

BMS shall indemnify, hold harmless and defend Stronghold and their respective affiliates, subsidiaries, employees, agents, directors, owners, executives, representatives, and subcontractors from any and all third-party liability, claim, judgement, loss, cost, expense or damage, including reasonable attorneys’ fees and legal expenses, arising out of or relating to the Bitcoin Miners, PDUs or BMS’s use, management, upgrade, and/or modification thereof, the operation of the Bitcoin Miners or PDUs, any damage to Bitcoin Miners or PDUs which occurs during the de-installation, storage or packing processes, and for any injuries or damages sustained by any person or property due to any direct or indirect act, omission, negligence or misconduct of BMS, its agents, representatives, employees, contractors and their employees and subcontractors and their employees, including due to a breach of this Agreement by BMS.

9.2.

Stronghold shall indemnify, hold harmless and defend BMS, its subsidiaries, employees, agents, directors, owners, executives, representatives, and subcontractors from any and all third-party liability, claim, judgement, loss, cost, expense or damage, including reasonable attorneys’ fees and legal expenses, arising out of or relating to any direct or indirect act, omission, negligence or misconduct of Stronghold, its agents, representatives, employees, contractors and their employees and subcontractors and their employees, including due to a breach of this Agreement by Stronghold.

9.3.

Neither Stronghold nor BMS shall enter into any settlement or resolution with a third party related to any claim arising from or related to this Agreement for which an indemnification obligation attaches under this Section 9.3 without the other Party’s prior written consent, which shall not be unreasonably withheld.

10.

Confidentiality.

10.1.

Protection of Information. During the Term of this Agreement, each party (as applicable, the “Disclosing Party”) may share or otherwise make available its confidential or proprietary information, whether written or oral, or that of a third party (“Confidential Information”) with the other Party (the “Receiving Party”) for purposes of performing under this Agreement or discussing other business opportunities of mutual interest. The Receiving Party agrees, at all times during the Hosting Term of this Agreement and thereafter, to hold in confidence, and using not less than the same standard of care that Receiving Party uses to protect its own Confidential Information of a similar nature but in no event less than reasonable care, and not to (i) use, except to the extent necessary to perform under this Agreement, or (ii) disclose to any person, firm, corporation or other entity (other than Receiving Party’s directors, officers, employees, professional advisers, consultants, subcontractors and other agents with a need to know and who are bound by obligations of confidentiality substantially as restrictive as those set forth in this Agreement (“Representatives”)), without written authorization from the Disclosing Party in each instance, any of the Disclosing Party’s Confidential Information obtained or accessed during the Term of this Agreement. If the Receiving Party learns or has reason to believe that Confidential Information of the Disclosing Party has been used, disclosed or accessed by an unauthorized party or lost or misplaced, the Receiving Party will immediately give notice of such event to the Disclosing Party.

10.2.

Exceptions; Compulsory Disclosure. The obligations imposed on the Receiving Party by this Section 10.2 will not apply to any information that: (i) is already in the possession of the Receiving Party as shown by documentation dated prior to the date hereof; (ii) is or becomes publicly available through no fault of the Receiving Party; (iii) was independently developed by the Receiving Party without any use of or reference to the Disclosing Party’s Confidential Information; or (iv) is obtained from a third person without breach by such third person of an obligation of confidence with respect to the Confidential Information disclosed. In the event the Receiving Party is requested pursuant to, or required by, law, legal order or regulatory obligation, to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall be permitted to disclose Confidential Information subject to the following requirements: (a) except to the extent prohibited by law, the Receiving Party has provided the Disclosing Party with prompt notice of such disclosure in order to enable Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure and has reasonably cooperated with Disclosing Party with respect thereto, at Disclosing Party’s sole cost.

10.3.

Exclusions; Survival. Section 11.11 is not applicable to breaches of this Section 10.3. This Section 10.3 shall survive the termination of this Agreement for a period of one (1) year after the termination of the Agreement; provided, however, trade secrets of the Disclosing Party shall remain secret for so long as the Disclosing Party holds them as so.

11.

Miscellaneous.

11.1.

Representations. Each of the Parties hereto represents and warrants that (i) it is duly formed as an entity in good standing under the law of the state of its formation and is authorized to do business in the locations contemplated herein, (ii) it has the requisite power, authorization and authority to enter into this Agreement; and (iii) the execution of this Agreement is a legal, valid and binding obligation on the Parties. The execution and delivery of, and performance of the obligations under and with respect to this Agreement (A) have been duly authorized by all necessary actions on the part of such Party, (B) do not contravene, violate, or constitute a default under any applicable Law, any of such Party’s organizational documents, or any agreement, indenture, or other instrument to which such Party is a party or by which it may be bound, (C) do not require the approval of or notice to any governmental authority, (D) not violate any applicable Laws or regulations, or cause a breach of any agreements with any third parties.

11.2.

Reserved.

11.3.

BMS Representations. BMS represents and warrants that, to BMS’s knowledge, that it owns and has good title to the Bitcoin Miners and PDUs free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance. BMS further represents and warrants the neither it or any of its subsidiaries nor, to BMS’s knowledge, any director, officer, agent, employee, affiliate, or person acting on behalf of BMS or its subsidiaries: has violated or will violate any applicable anti-bribery or anti-corruption Law, including the U.S. Foreign Corruption Practices Act; has violated or will violate any applicable money laundering Laws; or is or will become subject to any U.S. sanctions administered by the Office of Foreign Asset Control of the U.S. Treasury Department. BMS represents and warrants that it will comply with all obligations required by any software used by the Bitcoin Miners and PDUs or to monitor the performance of or to configure the Bitcoin Miners and PDUs under this Agreement. BMS represents and warrants that BMS will own, control and operate its own digital asset wallet that it will use to receive proceeds of mining by its Bitcoin Miners under this Agreement, that BMS is solely and exclusively responsible to secure and protect that wallet, and that BMS will not engage or permit any transaction involving, relating to, originating, or terminating in that wallet or any public network address controlled or created thereby, that is illegal, immoral, unethical, or violates any Laws, or harms any third party. BMS represents and warrants that its Bitcoin Miners, PDUs and the proceeds therefrom will be used at all times in a manner that is compliant with all applicable laws and regulations, and only for lawful purpose. BMS represents and warrants that it will not allow its right and title to the Bitcoin Miners or PDUs to be impaired by making any pledge of the Bitcoin Miners or PDUs to secure any obligation, allowing any lien to be created against the Bitcoin Miners or PDUs, or granting any security interest or similar legal interest to any party that would give any other party besides BMS full legal right title and interest in the Bitcoin Miners or PDUs without the express prior written consent of Stronghold. BMS represents and warrants that it has exclusive control over firmware operating the Bitcoin Miners and that it takes full responsibility for the results of any firmware upgrades that may damage or impair the use of any Bitcoin Miners that may affect the operation of any other equipment, or that may violate any Laws. BMS will comply at all times with all applicable laws and regulations. BMS acknowledges that Stronghold exercises no control whatsoever over the content of the information passing through BMS’s Bitcoin Miners, or the cryptocurrency transactions that may be created by or pass through the Bitcoin Miners.

11.4.

Stronghold Representations. Stronghold represents and warrants that it will provide the Hosting Services at Scrubgrass in a professional and workmanlike manner consistent with the terms and conditions of this Agreement. Except as expressly set forth herein, STRONGHOLD MAKES NO WARRANTIES OR GUARANTEES RELATED TO THE AVAILABILITY OF HOSTING SERVICES OR OPERATING TEMPERATURE OF THE SCRUBGRASS FACILITY. THE HOSTING SERVICES AND FACILITY ARE PROVIDED ON AN “AS-IS” BASIS. STRONGHOLD DOES NOT PROVIDE MECHANICAL COOLING OR BACKUP POWER AND THE SCRUBGRASS FACILITY IS SUBJECT TO SWINGS IN LOCAL TEMPERATURE, WIND, HUMIDITY, AND OTHER CONDITIONS. SERVICE PROVIDER MAKES NO WARRANTIES, WITH RESPECT TO GOODS AND SERVICES SUBJECT TO THIS AGREEMENT, INCLUDING AND (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF NONINFRINGEMENT AND (D) WARRANTY AGAINST INTERFERENCE. STRONGHOLD DOES NOT WARRANT THAT (A) THE HOSTING SERVICE WILL BE FREE FROM INTERRUPTION; (B) THE HOSTING SERVICE WILL MEET BMS’S REQUIREMENTS OTHER THAN AS EXPRESSLY SET FORTH HEREIN; OR (C) THE HOSTING SERVICE WILL PROVIDE ANY FUNCTION NOT EXPRESSLY DESIGNATED AND SET FORTH HEREIN.

11.5.

Whole Agreement. This Agreement represents the whole agreement between the Parties with respect to the subject matter herein and supersede and replace all prior or contemporaneous communications, agreements and understandings between them related thereto. The Parties have not made or relied upon any representations, understandings, or other agreements other than those contained in this Agreement. No course of prior dealing between the parties shall be relevant or admissible to supplement, explain, or vary any of the terms of this Agreement. BMS acknowledges and agrees that it has not, and will not, rely upon any representations, understandings or other agreements not specifically set forth in this Agreement.

11.6.

Waiver, Severability. The waiver of any breach or default does not constitute the waiver of any subsequent breach or default. If any provision of this Agreement is held to be illegal or unenforceable, it shall be deemed amended to conform to the applicable laws or regulations, or, if it cannot be so amended without materially altering the intention of the parties, it shall be stricken and the remainder of this Agreement shall continue in full force and effect.

11.7.

Amendment. Amendments, modifications, or supplements to this Agreement must be in writing signed by authorized representatives of both Parties.

11.8.

Force Majeure. Neither Party shall be liable in any way for delay, failure in performance, loss or damage due to any of the following force majeure conditions; fire, strike, embargo, explosion, power failure, flood, lightning, war, water, electrical storms, labor disputes, civil disturbances, governmental regulations, orders, decrees, enforcement actions or other requirements, acts of civil or military authority, acts of God, acts of public enemies, changes in laws or regulations in any way adversely affecting Scrubgrass, government acts or orders in any way adversely affecting Scrubgrass, a regulatory change in any way adversely affecting Scrubgrass, losses of power at Scrubgrass not reasonably foreseeable by Stronghold, line-breaks to the Bitcoin Miners, PDUs and/or other equipment at Scrubgrass not reasonably foreseeable by Stronghold, or other causes beyond its reasonable control, whether or not similar to the foregoing.

11.9.

Exclusive Jurisdiction and Venue. Each Party hereby irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Agreement may be instituted or brought in the courts of the State of New York or in the United States District Court for the Southern District of New York, and by execution and delivery of this Agreement, each party hereby irrevocably accepts and submits to, for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of any such court, and to all proceedings in such courts. The Parties hereby expressly waive any objections to venue on forum non conveniens grounds.

11.10.

Governing Law. This agreement shall be governed by the internal laws of the State of New York (without regard to the conflict of laws principles of such state, except as to the effect of Sections 5-1401 and 5-1402 of the New York General Obligations Law).

11.11.

WAIVER OF JURY TRIAL. EACH PARTY HEREBY, TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

11.12.

Relationship of the Parties. The Parties agree that their relationship hereunder is in the nature of independent contractors. Neither Party shall be deemed to be the agent, partner, joint venturer nor employee of the other, and neither shall have any authority to make any agreements or representations on the other’s behalf. Each Party shall be solely responsible for the payment of compensation, insurance and taxes of its own personnel, and such personnel are not entitled to the provisions of any employee benefits from the other party. Neither Party shall have any authority to make any agreements or representations on the other’s behalf without the other’s written consent. Additionally, Stronghold shall not be responsible for any costs and expenses arising from BMS’s performance of its duties and obligations pursuant to this Agreement, and BMS shall not be responsible for any costs and expenses arising from Stronghold’s performance of its duties and obligations pursuant to this Agreement.

11.13.

Third-Party Beneficiaries. Nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights, legal or equitable, in any person or entity other than the Parties hereto and their respective successors and permitted assigns.

11.14.

Interpretation. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation and construction of this Agreement, and this Agreement shall be construed as having been jointly drafted by the parties. The titles and headings for particular paragraphs, sections and subsections of this Agreement have been inserted solely for reference purposes and shall not be used to interpret or construe the terms of this Agreement.

11.15.

Counterparts. This Agreement may be executed in one or more counterparts delivered electronically, each of which shall be deemed an original, but which together shall constitute one and the same document.

11.16.

Survival. Other than the survival period set forth in Section 10 which shall supersede this Section 11.16, only Sections 2.3, 2.4, 2.5, 2.6, 3, 7, 8, 9, 11.10,, 11.11, 11.14 and 11.19 shall survive termination of this Agreement.

11.17.

Assignment. This Agreement shall inure to the benefit of the Parties’ successors and assigns and no merger, sale of all or substantially all assets or stock or other transfer shall terminate this Agreement. Neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent may be withheld in the exercise of its sole discretion.

11.18.

Notice. All written notices required to be given by any Party under this Agreement shall be given via email to the Parties at the email address set forth below.

Stronghold

Courriel :

(REDACTED) and

(REDACTED) for written notices;

(REDACTED) and

(REDACTED) for invoices

BMS

Courriel :

(REDACTED); (REDACTED), (REDACTED) and

all invoices to (REDACTED)

11.19.

Intellectual Property: Except for the rights expressly granted herein, this Agreement does not transfer from Stronghold to BMS any Stronghold technology, and all right, title and interest in and to Stronghold technology will remain solely with Stronghold. Except for the rights expressly granted herein, this Agreement does not transfer from BMS to Stronghold any BMS technology, and all right, title and interest in and to BMS technology will remain solely with BMS. The Parties each agrees that it will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the other Party.

11.20.

Bi-lateral Non-interference. The Parties each warrants that neither Party shall interfere with the operations of the other unless otherwise provided in this Agreement, or unless required by Law, or a legal order, or to prevent an emergency that would impact safety, security, or property rights.

11.21.

Further Assurances. Each Party agrees to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement in order to give full effect to this Agreement and to carry out the intent of this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

	STRONGHOLD DIGITAL MINING HOSTING, LLC

	Par :	/x/ Gregory A. Beard
	Name:	Gregory A. Beard
	Title:	Authorized Person

	BACKBONE MINING SOLUTIONS LLC..

	Par :	/x/ Jeffrey Lucas
	Name:	Jeffrey Lucas
	Title:	President & Chief Financial Officer

[Signature Page to Hosting Agreement]

EXHIBIT A

BMS EQUIPMENT

Miner Model

TH per Miner

Total # of Units

Total PH/s

Bitmain T21 Miners, or similar

190-233

10,000

1,900 – 2,330

Total

10,000

1,900 – 2,330

PDU Model	Total # of Units
BITF-150-415V-RPDU, or similar		850
Total		850

Ex. A-1

EXHIBIT B

DEFINED TERMS

“Actual Payment Amount” means the BMS Share of Power Revenue (as defined herein) minus the BMS Share of Cost (as defined herein) minus reimbursement for taxes set forth in Section 3.5 plus the Upfront Monthly Payment.

“Agreement Cost of Power” means the amount determined by calculating the quotient of a) “Agreement Dollar Cost of Power” (defined herein) multiplied by 110% and b) “Calculation MWh” (defined herein).

“Agreement Dollar Cost of Power” means all fuel costs, operations and maintenance expenses, general and administrative expenses, and financing charges incurred by the plant, with the following adjustments and exceptions: (i) sales to Pennsylvania Tier II Alternative Energy Credits will be excluded from the reported fuel cost, and they will be replaced with an accrual calculated as the product of the difference of the Calculation MWh and the number of megawatt-hours imported from the grid, a 0.85 factor, and the weighted-average net price received by Stronghold for its 100,000 most-recently sold Pennsylvania Tier II Alternative Energy Credits; (ii) the cost of importing power from the grid, which is netted out of revenue for the purposes of reporting, will increase the Agreement Dollar Cost of Power; (iii) capacity revenue will be added back, reducing the Agreement Dollar Cost of Power; (iv) reactive energy revenue will be added back, reducing the Agreement Dollar Cost of Power; (v) revenue from sales of ash will be added back, reducing the Agreement Dollar Cost of Power; (vi) any general and administrative expenses of Stronghold that flow through the books of Scrubgrass, will be excluded from the Agreement Dollar Cost of Power; (vii) any one-time costs, including major plant upgrades, may be excluded from the Agreement Dollar Cost of Power; and (viii) depreciation, amortization, impairments, and other similar non-cash expenses will not be included in the Agreement Dollar Cost of Power.

“Agreement Revenue” means “Mining Revenue” (as defined herein) plus “Power Revenue” (as defined herein).

“Associated Equipment” means electrical infrastructure at Scrubgrass that facilitates the operation of the Bitcoin Miners and/or PDUs and does not otherwise include the power generation facility.

“Average Grid Price” means the average grid pricing realized at Scrubgrass.

“Average Monthly Transaction Fees as a % of Block Reward” means the average of the daily Bitcoin network transaction fees during the month (per https://explorer.btc.com/stats/fee).

“Business Day” means a day other than a day on which the banks in Toronto, Ontario, Canada, the State of New York or the State of Delaware are authorized or obligated to be closed.

“Calculation MWh” means the sum of the number of megawatt hours sold to the grid and the number of megawatt hours delivered to the Mining Facility.

Ex. B-1

“Curtailment Electricity” means, in respect of each hour when Stronghold elects to curtail the Bitcoin Miners, the amount calculated by determining the difference between (x) the average number of megawatts used by the Bitcoin Miners and the Associated Equipment over the most recent twenty-four (24)-hour period and (y) the number of megawatts used by the Bitcoin Miners and the Associated Equipment for the hour then-being measured.

“BMS Share” equals 50%.

“BMS Share of Cost” mean the product of the Total Cost and the BMS Share.

“BMS Share of Mining Revenue” means the product of the Mining Revenue and the BMS Share.

“BMS Share of Power Revenue” means the product of the Power Revenue and the BMS Share.

“Grid Fees” means fees in addition to the Average Grid Price that may be charged at Scrubgrass, additional fees that may be charged from time to time in respect of balancing transmission congestion, balancing transmission losses and balancing operating revenue.

“Hash Price” shall mean the quotient of (x) the product of the average daily close Bitcoin price during the month (per https://finance.yahoo.com/quote/BTC-USD/history?p=BTC-USD) and the prevailing block subsidy and 86,400,000,000,000,000 and (1+ Average Monthly Transaction Fees as a % of Block Reward and (y) the product of the average difficulty (per https://btc.com/stats/diff) and 4,294,967,296.

“Implied Bitcoin Mining Revenue” means the quotient of (x) the product of Hash Price and 1,000,000 and (y) the product of “Specification Miner Efficiency” (as defined herein) and 24.36.

“Interest Period” means the period commencing on the date BMS provides the Deposit to Stronghold pursuant to Section 3.6 of the Agreement and ending on the last Business Day of each March, June, September and December (commencing with the last Business Day of the first full calendar quarter ended after the date hereof); provided that no Interest Period shall extent beyond the date the Deposit is refunded pursuant to Section 3.6 of the Agreement.

“Interest Rate” means an interest rate per annum equal to (i) the sum of the SOFR Rate and 1.00%.

“Interest Payment Date” means the last day of each calendar quarter therefor and the date on which the Deposit is refunded pursuant to Section 3.6.

“Mining Facility” means the data center collocated at Scrubgrass.

“Mining Revenue” means the revenue generated, collectively, by all of the Bitcoin Miners expressed in terms of total Bitcoins produced multiplied by the price of Bitcoin on Coinbase.com at 4:00 p.m. Eastern time on a given date.

Ex. B-2

“Monthly Service Fees” means Profit multiplied by the BMS Share for each month.

“Power Revenue” means the product of a) Curtailment Electricity and b) the Average Grid Price less Grid Fees, as calculated on an hourly basis during each month (i.e., Curtailment Electricity x (Average Grid Price – Grid Fees).

“Profit” means the difference between Agreement Revenue and “Total Cost” (as defined herein) (i.e., Agreement Revenue – Total Cost).

“SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“SOFR Rate” means the SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic SOFR Determination Day”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the SOFR Administrator; provided, however, that if as of 5:00 p.m., New York City time, on any Periodic SOFR Determination Day, the SOFR Reference Rate for the applicable tenor has not been published by the SOFR Administrator, then the SOFR Rate will be the SOFR Reference Rate for such tenor as published by the SOFR Administrator on the first preceding Business Day for which such SOFR Reference Rate for such tenor was published by the SOFR Administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Periodic SOFR Determination Day;

“SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Specification Miner Efficiency” represents the efficiency of a Bitcoin Miner, measured in joules per terahash.

“Stronghold Net Revenue” is the Agreement Revenue minus the Monthly Service Fees for each month.

“Total Cost” means the product of the “Utilized MWh” (as defined herein) and the Agreement Cost of Power.

“Utilized MWh” means the sum of the Curtailment Electricity and the number of megawatt-hours delivered to the Bitcoin Miners and the Associated Equipment.

Ex. B-3

Exhibit 99.3

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1

Name and Address of Company

Bitfarms Ltd. (“Bitfarms” or the “Company”)

110 Yonge Street, Suite 1601

Toronto, Ontario M5C 1T4

Item 2

Date of Material Change

1 novembre 2024

Item 3

News Release

The press release attached as Schedule “A” was released on November 1, 2024 by a newswire company in Canada.

Item 4

Summary of Material Change

The material change is described in the press release attached as Schedule “A”.

Item 5

Full Description of Material Change

The material change is described in the press release attached as Schedule “A”.

Item 6

Reliance of subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7

Omitted Information

Not applicable.

Item 8

Executive Officer

Ben Gagnon

Directeur général

Bitfarms ltée

Bgagnon@bitfarms.com

Item 9

Date of Report

November 1, 2024.

Schedule “A”

Bitfarms Provides October 2024 Production
and Operations Update

- A gagné 236 BTC en octobre 2024 & A augmenté sa trésorerie en bitcoins à 1,188 BTC -

Toronto, Ontario and Brossard, Québec (November 1, 2024) - Bitfarms Ltd. (NASDAQ/TSX: BITF), a global leader in vertically integrated Bitcoin data center operations, today announced its latest monthly production report. All financial references are in U.S. dollars.

In October, Bitfarms announced a second hosting agreement with Stronghold Digital Mining, Inc. (“Stronghold”) that will deploy 10,000 miners, originally scheduled for Yguazu, Paraguay, to Stronghold’s Scrubgrass site. This follows an initial hosting agreement for 10,000 miners signed in September for a total of 20,000 miners to be deployed at Stronghold’s two sites in Pennsylvania. The two hosting agreements support approximately 4 EH/s with energization expected in several tranches over the coming months.

Le chef de la direction Ben Gagnon a déclaré : « Bien que nous soyons heureux d'avoir atteint notre objectif d'efficacité de fin d'année de 21 w/TH trois mois plus tôt que prévu, nous reconnaissons que nous sommes en retard sur notre objectif de mi-année de 12 EH/s ». Malgré l'amélioration des livraisons récentes de mineurs, la poursuite de l'entretien sous garantie des mineurs a empêché la réalisation de notre objectif en matière de taux de hachage (hashrate). Nous avons un partenariat solide avec Bitmain et nous apprécions leur diligence à réparer rapidement les mineurs sous-performants, car les livraisons devraient s'accélérer au cours des deux derniers mois de l'année. »

Revue du minage

October mining operations generated 236 BTC compared to 217 BTC in September reflecting a 3% increase in average operating EH and an 8% increase in Bitcoin difficulty during the month.

Indicateurs clés de performance	October 2024		September 2024		October 2023
Total des BTC obtenus		236		217		398
EH/s opérationnels de fin de mois		11.5		11.3		6.3
BTC/Avg. EH/s		22		21		67
Moyen des EH/s de fonctionnement		10.6		10.3		5.9
Capacité d'exploitation (MW)		310		310		240
Hydroélectricité (MW)		256		256		186
Efficacité Watts/Terahash (w/TH)		21		21		35
BTC vendus		194		173		341

Octobre 2024 Faits saillants opérationnels

●

11,5 EH/s opérationnel au 31 octobre 2024, en hausse de 83 % sur une année.

●

10,6 EH/s opérationnel moyen, en hausse de 80 % sur une année et de 3 % sur un mois.

●

22,2 BTC/moyenne EH/s, en hausse de 5 % sur un mois et en baisse de 67 % sur une année.

●

236 BTC obtenus, en hausse de 9 % sur un mois et en baisse de 41 % sur une année.

●

7,6 BTC obtenus quotidiennement en moyenne, égal à ~540 000 $ par jour sur la base d'un prix BTC de 71 000 $ au 31 octobre 2024.

Production mensuelle de BTC par Bitfarms

Mois	BTC Earned 2024		BTC Earned 2023
Janvier		357		486
Février		300		387
Mars		286		424
Avril		269		379
Mai		156		459
Juin		189		385
Juillet		253		378
Août		233		383
Septembre		217		411
Octobre		236		398
Total pour l'année		2,496		4,090

Octobre 2024 Mise à jour financière

●

Vente de 194 des 236 BTC obtenus dans le cadre de la pratique régulière de gestion de trésorerie de la Société pour un produit total de 13,0 millions de dollars.

●

Nous avons ajouté 42 BTC, ce qui porte la trésorerie à 1 188 BTC, contre 1 147 BTC le mois dernier et représente 84,3 millions de dollars sur la base d'un prix de 71 000 au 31 octobre 2024.

●

HODL synthétique🅪 de 802 options d'achat BTC à long terme au 31 octobre 2024, en hausse par rapport à 602 à la fin du mois précédent.

Conférences et événements à venir

●

13-14 novembre : Cantor Crypto, Conférence sur les actifs numériques & Infrastructure IA (Miami)

●

19-20 novembre : Conférence technologique ROTH (NYC)

●

20 novembre: Assemblée spéciale des actionnaires de Bitfarms (virtuelle)

●

4 décembre : Conférence de B. Riley Crypto & Conférence sur l'infrastructure énergétique (NYC)

●

12 décembre : Conférence sur la croissance du Northland (virtuelle)

●

14-15 janvier 2025 : Conférence Needham Growth (NYC)

À propos de Bitfarms ltée

Pour en savoir plus sur les événements, les développements et les communautés en ligne de Bitfarms :

www.bitfarms.com

https://www.facebook.com/BitfarmsFR/
https://twitter.com/bitfarms_fr
https://www.instagram.com/bitfarms_fr/
https://www.linkedin.com/company/bitfarms-fr

Glossaire des termes

●	A/A ou M/M = année sur année ou mois sur mois

●	BTC ou BTC/jour = Bitcoin ou Bitcoin par jour

●	EH ou EH/s = Exahash ou exahash par seconde

●	MW ou MWh = Mégawatts ou mégawattheure

●	w/TH = Efficacité en watts/terahash (y compris le coût de l’alimentation de l’équipement supplémentaire)

●	HODL™ synthétique = l’utilisation d’instruments qui créent une exposition équivalente au BTC

Énoncés prévisionnels

Ce communiqué de presse contient certaine « information prospectives » et « déclarations prospectives » (collectivement, « information prospectives ») qui sont basées sur des attentes, des estimations et des projections à la date de ce communiqué de presse et qui sont couvertes par des règles d'exonération (safe harbors) en vertu des lois sur les valeurs mobilières du Canada et des États-Unis. Les déclarations et l'information contenue dans ce communiqué concernant l'impact des accords d'hébergement de Stronghold, la croissance prévue, le taux de hachage (hashrate) cible, les occasions liées à la diversification géographique et à l'expansion de la Société, le déploiement des mineurs ainsi que le calendrier y afférent, la clôture de l'acquisition de Stronghold en temps voulu et selon les termes annoncés, la capacité à obtenir l'accès à une énergie électrique supplémentaire et à augmenter le taux de hachage (hashrate) de l'activité de Stronghold, La performance des usines et des mises à niveau des équipements et l'impact sur la capacité d'exploitation, y compris le taux de hachage (hashrate) cible et la capacité d'expansion pluriannuelle, les occasions de tirer parti de l'expertise éprouvée de Bitfarms pour améliorer avec succès l'efficacité énergétique et le taux de hachage (hashrate), et d'autres déclarations concernant la croissance, les plans et les objectifs futurs de l'entreprise sont de l'information prospectives.

This forward-looking information is based on assumptions and estimates of management of Bitfarms at the time they were made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of Bitfarms to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors, risks and uncertainties include, among others: receipt of the approval of the shareholders of Stronghold and the Toronto Stock Exchange for the Stronghold acquisition as well as other applicable regulatory approvals; that the Stronghold acquisition may not close within the timeframe anticipated or at all or may not close on the terms and conditions currently anticipated by the parties for a number of reasons including, without limitation, as a result of a failure to satisfy the conditions to closing of the Stronghold acquisition; the construction and operation of new facilities may not occur as currently planned, or at all; expansion of existing facilities may not materialize as currently anticipated, or at all; new miners may not perform up to expectations; revenue may not increase as currently anticipated, or at all; the ongoing ability to successfully mine digital currency is not assured; failure of the equipment upgrades to be installed and operated as planned; the availability of additional power may not occur as currently planned, or at all; expansion may not materialize as currently anticipated, or at all; the power purchase agreements and economics thereof may not be as advantageous as expected; potential environmental cost and regulatory penalties due to the operation of the Stronghold plants which entail environmental risk and certain additional risk factors particular to the business of Stronghold including, land reclamation requirements may be burdensome and expensive, changes in tax credits related to coal refuse power generation could have a material adverse effect on the business, financial condition, results of operations and future development efforts, competition in power markets may have a material adverse effect on the results of operations, cash flows and the market value of the assets, the business is subject to substantial energy regulation and may be adversely affected by legislative or regulatory changes, as well as liability under, or any future inability to comply with, existing or future energy regulations or requirements, the operations are subject to a number of risks arising out of the threat of climate change, and environmental laws, energy transitions policies and initiatives and regulations relating to emissions and coal residue management, which could result in increased operating and capital costs and reduce the extent of business activities, operation of power generation facilities involves significant risks and hazards customary to the power industry that could have a material adverse effect on our revenues and results of operations, and there may not have adequate insurance to cover these risks and hazards, employees, contractors, customers and the general public may be exposed to a risk of injury due to the nature of the operations, limited experience with carbon capture programs and initiatives and dependence on third-parties, including consultants, contractors and suppliers to develop and advance carbon capture programs and initiatives, and failure to properly manage these relationships, or the failure of these consultants, contractors and suppliers to perform as expected, could have a material adverse effect on the business, prospects or operations; the digital currency market; the ability to successfully mine digital currency; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on operations; an increase in network difficulty may have a significant negative impact on operations; the volatility of digital currency prices; the anticipated growth and sustainability of hydroelectricity for the purposes of cryptocurrency mining in the applicable jurisdictions; the inability to maintain reliable and economical sources of power to operate cryptocurrency mining assets; the risks of an increase in electricity costs, cost of natural gas, changes in currency exchange rates, energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which Bitfarms and Stronghold operate and the potential adverse impact on profitability; future capital needs and the ability to complete current and future financings, including Bitfarms’ ability to utilize an at-the-market offering program ( “ATM Program”) and the prices at which securities may be sold in such ATM Program, as well as capital market conditions in general; share dilution resulting from an ATM Program and from other equity issuances; volatile securities markets impacting security pricing unrelated to operating performance; the risk that a material weakness in internal control over financial reporting could result in a misstatement of financial position that may lead to a material misstatement of the annual or interim consolidated financial statements if not prevented or detected on a timely basis; historical prices of digital currencies and the ability to mine digital currencies that will be consistent with historical prices; and the adoption or expansion of any regulation or law that will prevent Bitfarms from operating its business, or make it more costly to do so. For further information concerning these and other risks and uncertainties, refer to Bitfarms’ filings on www.sedarplus.ca (which are also available on the website of the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov), including the MD&A for the year-ended December 31, 2023, filed on March 7, 2024 and the MD&A for the three and six months ended June 30, 2024 filed on August 8, 2024, and its registration statement on Form F-4 (File No. 333-282657) filed by Bitfarms with the SEC (the “registration statement”), which includes a proxy statement of Stronghold that also constitutes a prospectus of Bitfarms (the “proxy statement/prospectus”). Although Bitfarms has attempted to identify important factors that could cause actual results to differ materially from those expressed in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended, including factors that are currently unknown to or deemed immaterial by Bitfarms. There can be no assurance that such statements will prove to be accurate as actual results, and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on any forward-looking information. Bitfarms does not undertake any obligation to revise or update any forward-looking information other than as required by law. Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the Toronto Stock Exchange, Nasdaq, or any other securities exchange or regulatory authority accepts responsibility for the adequacy or accuracy of this release.

Information complémentaire sur la fusion et où les trouver

Cette communication concerne un projet de fusion entre Stronghold et Bitfarms. Dans le cadre de la fusion proposée, Bitfarms a l'intention de déposer auprès de la SEC une déclaration d'inscription sur le formulaire F-4, qui comprendra une circulaire de sollicitation de procurations de Stronghold qui constitue également un prospectus de Bitfarms. Une fois la déclaration d'inscription déclarée effective, Stronghold enverra la circulaire de sollicitation de procurations/le prospectus à ses actionnaires. Cette communication ne remplace pas la déclaration d'inscription, la déclaration de procuration/le prospectus ou tout autre document pertinent que Bitfarms et Stronghold ont déposé ou déposeront auprès de la SEC. Les investisseurs sont invités à lire attentivement et dans leur intégralité la circulaire de sollicitation de procurations/le prospectus (y compris tous les amendements et tous les suppléments y afférents) et les autres documents pertinents déposés auprès de la SEC si et quand ils seront disponibles, car ils contiendront de l'information importante sur la fusion proposée et les questions connexes.

Investors may obtain free copies of the registration statement, the proxy statement/prospectus and other relevant documents filed by Bitfarms and Stronghold with the SEC, when they become available, through the website maintained by the SEC at www sec.gov. Copies of the documents may also be obtained for free from Bitfarms by contacting Bitfarms’ Investor Relations Department at investisseurs@bitfarms.com and from Stronghold by contacting Stronghold’s Investor Relations Department at SDIG@gateway-grp.com.

Pas d'offre ni de sollicitation

Participants à la sollicitation relative à la fusion

Bitfarms, Stronghold, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies from Stronghold’s shareholders in respect of the proposed merger. Information regarding Bitfarms’ directors and executive officers can be found in Bitfarms’ annual information form for the year ended December 31, 2023, filed on March 7, 2024, as well as its other filings with the SEC. Information regarding Stronghold’s directors and executive officers can be found in Stronghold’s proxy statement for its 2024 annual meeting of stockholders, filed with the SEC on April 29, 2024, and supplemented on June 7, 2024, and in its Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024. This communication may be deemed to be solicitation material in respect of the proposed merger. Additional information regarding the interests of such potential participants, including their respective interests by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed merger if and when they become available. These documents are available free of charge on the SEC’s website and from Bitfarms and Stronghold using the sources indicated above.

Contacts pour les relations avec les investisseurs :

Bitfarms

Tracy Krumme

SVP, Head of IR & Corp. Comms.

+1 786-671-5638

tkrumme@bitfarms.com

Contacts pour les médias :

Québec : Tact

Louis-Martin Leclerc

+1 418-693-2425

lmleclerc@tactconseil.ca