Browse EX-10 agreements

Execution Version

ASSIGNMENT AND ASSUMPTION AGREEMENT

 

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of January 31, 2024, by and between Celsius Mining LLC, a Delaware limited liability company (“Celsius Mining”), Priority Power Management, LLC, a Delaware limited liability company (“PPM”), and Ionic Digital Inc., a Delaware company (“MiningCo”). Celsius Mining and PPM are each a “Party” and collectively the “Parties” to this Agreement.

RECITALS

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EMPLOYMENT AGREEMENT

 

This Employment Agreement (the “Agreement”), entered into as of November 13, 2025, with employment commencing on November 17, 2025 (the “Effective Date”), is made by and between Andy Stewart (the “Executive”) and Ionic Digital Inc., a Delaware corporation (the “Company”).

 

RECITALS

 

A. It is the desire of the Company to assure itself of the services of the Executive by engaging the Executive to perform services under the terms hereof.

 

B. The Executive desires to provide services to the Company on the terms herein provided.

 

C. This Agreement is intended to supersede any prior agreements or understandings, whether formal or informal, between the Executive and the Company or any of its Affiliates (as defined below).

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:

 

1. Certain Definitions.

 

(a) “Accountants” shall have the meaning set forth in Section 12(b).

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Private & Confidential Execution Version

 

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

 

NET LEASE AGREEMENT

(Buildings A, B, C, D and O&M)

 

This NET LEASE AGREEMENT (“Lease”) is entered into as of October 14, 2025 (“Effective Date”) between IONIC DIGITAL CEDARVALE LLC, a Delaware limited liability company (“Landlord”) and NSCALE WARD COUNTY LLC, a Delaware limited liability company (“Tenant”) (both of whom may be referred to as a “party” and collectively, the “parties”), as amended by that Amendment No. 1, dated February 27, 2026, between the parties.

 

In consideration of the rents and provisions herein stipulated to be paid and performed, Landlord and Tenant hereby covenant and agree as follows:

ARTICLE 1. PREMISES AND TERM

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Energy Management and Consulting Services Agreement

 

This Energy Management and Consulting Services Agreement (“Agreement”) is entered into and effective as of the date of September 28, 2021, by and between Celsius Core LLC (hereafter “CELSIUS”) and Priority Power Management, LLC, a Texas limited liability company (hereafter “PPM”), collectively the “Parties”.

 

Recitals

Whereas, deregulation of the electric energy marketplace has placed greater responsibility upon energy buyers for managing use and costs; and

 

Whereas, PPM has been providing energy management and consulting services to industrial, commercial and other large-volume end-users such as CELSIUS since 2001; and

 

Whereas, CELSIUS seeks assistance from PPM in managing its energy use, costs and related matters, and in negotiating an electricity supply contract with a suitable Retail Electric Provider (“REP”) licensed by the Public Utility Commission of Texas;

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IONIC DIGITAL INC. OMNIBUS INCENTIVE PLAN

 

PERFORMANCE RESTRICTED STOCK UNIT AWARD GRANT NOTICE

 

Ionic Digital Inc., a Delaware corporation (the “Company”), pursuant to its Omnibus Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award of performance restricted stock units (“Performance Restricted Stock Units” or “PRSUs”). Each vested Performance Restricted Stock Unit represents the right to receive, in accordance with the Performance Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), one Common Share (“Share”). This award of Performance Restricted Stock Units is subject to all of the terms and conditions set forth herein and in the Agreement and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Performance Restricted Stock Unit Award Grant Notice (the “Grant Notice”) and the Agreement.

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IONIC DIGITAL INC. OMNIBUS INCENTIVE PLAN

 

RESTRICTED STOCK UNIT AWARD GRANT NOTICE

 

Ionic Digital Inc., a Delaware corporation (the “Company”), pursuant to its Omnibus Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”). Each vested Restricted Stock Unit represents the right to receive, in accordance with the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), one Common Share (“Share”). This award of Restricted Stock Units is subject to all of the terms and conditions set forth herein and in the Agreement and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Unit Award Grant Notice (the “Grant Notice”) and the Agreement.

 

Participant:

Andy Stewart

 

 

Grant Date:

November 17, 2025

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Energy Management Services Agreement

 

Energy Management Services Agreement

This Energy Management Services Agreement together with any Transaction Confirmation as may be hereafter mutually agreed to (the “Agreement”), is entered into by and between Celsius Mining LLC (“Customer”) and Priority Power Management, LLC (“PPM”), a limited liability company duly organized under the laws of Texas, on November 17, 2022 (the “Effective Date”). PPM and Customer are also referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, Customer consumes Energy and has the capability to reduce consumption in response to an Instruction and thus participate in various demand side management programs (“DSM Programs”);

 

WHEREAS, PPM is a Level 4 Qualified Scheduling Entity (“QSE”) in ERCOT and is in the business of providing Energy Management Services (“EMS”) to customers that desire to participate in demand side management programs (“DSM Programs”);

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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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