STRONGHOLD DIGITAL MINING, INC. : Change of Directors or Principal Officers (Form 8-K)

Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain executives.

The meeting of Indira Agarwal

On April 22, 2022the Board of Directors (the “Board”) of Stronghold Digital Mining, Inc.(the “Company”) has appointed Indira Agarwal to the Board of Directors, whose term expires at the 2022 annual meeting of shareholders on June 16, 2022, or until his successor is elected and qualified, or, if sooner, until his death, disability, resignation, disqualification or removal from the Board. There are no transactions in which Ms Agarwal has an interest requiring disclosure under Regulation SK Section 404(a). There are no arrangements or agreements between Ms Agarwal and any other person by virtue of whom she was appointed as a director of the Company.

Along with his appointment to the Board, the Board appointed Ms Agarwal to sit and chair the Audit Committee of the Board, effective immediately. The Council determined that Ms Agarwal satisfies the additional independence requirements of the Nasdaq Stock Exchange and the Security and Exchange Commission (the “SEC”) applicable to members of the Audit Committee. The Board also appointed Ms Agarwal as an “audit committee financial expert” as defined by Article 407 of Regulation SK.

Ms Agarwal will receive a pro rata portion of the standard non-employee director compensation for his services as a director, which currently consists of (i) an annual cash retainer equal to $55,000(ii) a cash provision equal to
$20,000 for her role as Chair of the Audit Committee, (iii) an equity award equal to $100,000which will be paid in fully vested shares of the Company’s Class A common stock, par value $0.0001 (“Common Shares”) on a quarterly basis in arrears and (iv) reimbursement of reasonable travel expenses and other disbursements in the performance of their duties on the Board.

As part of his appointment, the Company and Ms Agarwal will enter into the Company’s standard Indemnification Agreement form, which obligates the Company to indemnify Ms Agarwal to the fullest extent permitted by Delaware
law against liability which may arise due to Ms Agarwal service to the Company, and to advance the expenses incurred as a result of any proceedings against this person for which he could be compensated.

M/s. Indira Agarwal has been Vice President, Chief Accounting Officer and Controller at HF ​​Sinclair Corporation since May 2020 and Director, Consolidations and SEC Reporting of April 2018 for May 2020. Previously, Ms Agarwal served as vice president of accounting for North America at Cardtronics, Inc. (now part of NCR Corporation), the world’s largest ATM owner and operator, from 2013 to April 2018. Besides, Ms Agarwal has experience in the energy industry with various accounting and finance positions at Direct Energy (now part of NRG Energy, Inc.). Ms Agarwal also held positions of increasing responsibility in the retail and telecommunications sectors. Ms Agarwal is a member of the Fellowship of Chartered Certified Accountants, UK

The Company believes Ms Agarwal is well qualified to serve as a director due to her extensive experience in financial reporting, SECOND reporting, accounting and the energy sector.

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