Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”), is made as of June 26, 2026, by and between Ionic Digital Inc., a Delaware corporation (the “Company”), and the undersigned purchaser (the “Purchaser”). The Company and the Purchaser are sometimes referred to herein individually as a “Party” and collectively, as the “Parties”).

 

WHEREAS, the Company intends to list its shares of Class A common stock, par value $0.00001 per share (the “Common Stock”), on either the NASDAQ Global Select Market (“Nasdaq”) or the New York Stock Exchange (“NYSE”, and such listing, whether by means of a direct listing, initial public offering or otherwise, the “Listing”);

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INDEMNIFICATION AGREEMENT

 

This Indemnification Agreement (“Agreement”) is made as of _____________, 20__, by and between Ionic Digital Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”).

RECITALS:

 

WHEREAS, directors, officers and other persons in service to corporations or business enterprises are subjected to the risk of expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;

 

WHEREAS, in order to attract highly competent persons, who have become more reluctant to serve as directors, officers or in other capacities, it is desirable that they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the Company;

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Amendment to Energy Management and Consulting Services Agreement

 

This Amendment (the “Amendment”) dated August 2, 2022 (the “Effective Date”), is made and entered into by and between Celsius Mining LLC (“Customer”) and Priority Power Management LLC (“PPM”), each sometimes referred to individually as a “Party” and collectively as the “Parties”.

 

Whereas, Customer and PPM entered that one certain Energy Management and Consulting Services Agreement effective as of September 28, 2021 (the “Agreement”); and

 

Whereas, in accordance with the Agreement Customer has retained PPM as the exclusive provider of energy management and consulting services for the properties listed on Attachment B thereto (the “Facilities”); and

 

Whereas, the Parties wish to add certain properties to Attachment B as Facilities and to amend the compensation to be paid to PPM for the Primary Services.

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REGISTRATION RIGHTS AGREEMENT

 

by and among

 

IONIC DIGITAL INC.

 

and the INVESTORS named herein

 

 

 

Dated: June 26, 2026

 

 

 

 

 

TABLE OF CONTENTS

Page

(a)

Definitions

1

 

(b)

Interpretation

7

 

 

 

 

General; Securities Subject to this Agreement

7

 

(a)

Grant of Rights

7

 

(b)

Registrable Securities

7

 

(c)

Holders of Registrable Securities

8

 

(d)

Transfer of Registration Rights

8

 

(e)

Mandatory Shelf Registration

9

 

(f)

Valid Business Reason.

10

 

 

 

 

Demand Registration

11

 

(a)

Request for Demand Registration

11

 

(b)

Incidental or “Piggy-Back” Rights with Respect to a Demand Registration

12

 

(c)

Effective Demand Registration

12

 

(d)

Expenses

13

 

(e)

Underwriting Procedures

13

 

(f)

Selection of Underwriters

13

 

(g)

Withdrawal

14

 

 

 

 

Incidental or “Piggy-Back” Registration

14

 

(a)

Request for Incidental or “Piggy-Back” Registration

14

 

(b)

Expenses

15

 

 

 

 

Form S-3 Registration

15

 

(a)

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Ionic Digital Inc.

 

PLAN SPONSOR CONTRIBUTION AGREEMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PLAN SPONSOR CONTRIBUTION AGREEMENT

 

This Plan Sponsor Contribution Agreement (this “Agreement”), is made as of January 31, 2024, by and between Ionic Digital Inc., a Delaware corporation (the “Company”), and U.S. Data Management Group LLC, a Delaware limited liability company, doing business as US Bitcoin Corp. (the “Plan Sponsor”).

WHEREAS, on July 13, 2022, Celsius Network LLC and its affiliated debtors and debtors in possession (collectively, the “Debtors”) commenced cases under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (as amended, supplemented or otherwise modified from time to time, the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”); and

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AMENDMENT TO PLAN SPONSOR CONTRIBUTION AGREEMENT

THIS AMENDMENT TO PLAN SPONSOR CONTRIBUTION AGREEMENT (the “Amendment”) is made as of June 19, 2024, by and between Ionic Digital Inc., a Delaware corporation (the “Company”), and U.S. Data Management Group LLC, a Delaware limited liability company, doing business as US Bitcoin Corp. (the “Plan Sponsor”).

BACKGROUND:

 

A. The Company and the Plan Sponsor are parties to that certain Plan Sponsor Contribution Agreement, dated as of January 31, 2024 (as amended, the “Agreement”).

 

B. Company and the Plan Sponsor desire to amend the Agreement in certain respects as more particularly set forth below.

NOW, THEREFORE, in consideration of the mutual promises and agreements below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby further agree as follows:

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ORDER FORM

Anchorage Contact

Client Contact

 

 

Name: Ryan Porter

Name: Joel Block

 

 

Email: ryan.porter@anchorlabs.com

Email: joel@ionicdigital.io

 

This MASTER CUSTODY SERVICE AGREEMENT (“Agreement”) is made and entered into as of the Effective Date provided herein, by and between Anchorage Digital Bank N.A. (“Anchorage”), and each Client as provided herein (each a “Client”) (collectively, Anchorage and Client, each a “Party” and collectively, the “Parties”).

 

The Agreement consists of the terms in this Order Form and the Standard Terms and Conditions attached hereto.

 

1.  Effective Date:

 1/26/2024 | 6:00 PM PST

2.  Initial Term:

One (1) year

3.  Renewal Term:

One (1) year

4. Client(s). Each “Client” listed herein is subject to the Agreement as if this Agreement were between such individual Client and Anchorage, except specifically the Fees will be calculated on an aggregated basis, including the sum of all Clients’ Assets Under Custody.

 

Ionic Digital Treasury Inc., a Delaware corporation

 

FEES

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SECOND AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT AND CONFIDENTIALITY AGREEMENT

 

This Second Amended and Restated Professional Services Agreement is made on November 24, 2024 (the “Effective Date”) between Ionic Digital, Inc. (“Client”), and Laura Schnaidt (“Consultant”). Client and Consultant are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”

 

WHEREAS, the Parties entered into a Professional Services Agreement on October 26, 2024 (the “Original Agreement”) and amended and restated the Original Agreement on November 1, 2024 (the “Amended and Restated Agreement”) in order to change Consultant’s scope of services and title from legal consultant to General Counsel;

 

WHEREAS, the Parties wish to amend and restate the Amended and Restated Agreement in its entirety in order to reflect the increased level of responsibilities and scope of services that Consultant is undertaking by increasing Consultant’s Fees;

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CONFIDENTIAL

 

CUSTODIAL SERVICES AGREEMENT

 

Ionic Digital Treasury Inc. &

 

Fidelity Digital Asset Services, LLC

 

 

 

 

 

 

 

 

 

 

 

THIS CUSTODIAL SERVICES AGREEMENT (this “Agreement”) is made on June 18, 2024, (the “Effective Date”), by and between Ionic Digital Treasury Inc. (the “Client”), and Fidelity Digital Asset Services, LLC (the “Custodian”, and collectively with the Client, the “Parties,” and each individually, a “Party”).

 

DEFINITIONS AND INTERPRETATION

 

A.

Definitions. For purposes of this Agreement and any exhibit or schedule hereto, the following terms shall have the meanings ascribed to them below:

 

“Account Tax Documentation” has the meaning set forth in Section 7.B.

 

“Affiliated Agent” has the meaning set forth in Section 12.C.iii.

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IONIC DIGITAL INC.

 

OMNIBUS INCENTIVE PLAN

 

Article I. PURPOSE

 

The purpose of this Ionic Digital Inc. Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. This Plan is effective as of the date set forth in Article XIV.

 

Article II. DEFINITIONS

 

For purposes of this Plan, the following terms shall have the following meanings:

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AMENDED AND RESTATED

 

MANAGEMENT SERVICES AGREEMENT

 

By and between

 

U.S. Data Management Group, LLC, as Manager

 

And

 

Ionic Digital Inc.

 

This Amended and Restated Management Services Agreement (this “Agreement”), is made and entered as of June 19, 2024 (the “Execution Date”), by and between (i) U.S. Data Management Group, LLC, a Delaware limited liability company (“Manager”), and (ii) Ionic Digital Inc., a Delaware corporation (the “Company”). Any capitalized term used but not otherwise defined herein shall have the meaning set forth in the Plan (as defined below).

WHEREAS, on July 13, 2022 and December 7, 2022, as applicable, Celsius Network LLC, a Delaware limited liability company and certain of its debtor affiliates (collectively, the “Debtors”) commenced voluntary cases under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as amended in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”);

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CLIENT SERVICE AGREEMENT

 

THIS CLIENT SERVICE AGREEMENT (this “Agreement”) is made effective as of the 2nd of September, 2025, by and between ZRG INTERIM SOLUTIONS, a division of ZRG PARTNERS, LLC, a Delaware corporation with its principal address at 365 West Passaic Street, Suite 465, Rochelle Park, New Jersey 07662 (“ZRG”), and Ionic Digital with its principal address in ADDRESS (“CLIENT”).

 

WHEREAS, ZRG is in the business of locating for clients, according to their specifications, experienced personnel to provide services to such clients on an interim or project basis (hereinafter used in the plural to refer to one or more of such personnel and defined as “Personnel”);

 

WHEREAS, from time to time, CLIENT desires to engage ZRG to locate such Personnel and to utilize the services of such Personnel through ZRG; and

 

WHEREAS ZRG and CLIENT wish to enter into an agreement setting forth the terms and conditions pursuant to which ZRG will locate and provide such Personnel to provide services to CLIENT.

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