*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.
Exhibit 10.35
EXECUTION VERSION
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is dated as of December 7, 2023, by and between TRINITY MINING GROUP, INC., a Delaware corporation (the “Assignor”), and CIPHER BLACK PEARL LLC, a Delaware limited liability company (the “Assignee”).
RECITALS
WHEREAS, Assignor holds 100% of the right, title and interest in and to the agreements described on Exhibit A attached hereto (the “Assumed Contracts”).
WHEREAS, pursuant to the Purchase Agreement (as defined below), the Assignor has agreed to sell, convey, assign, transfer and deliver to the Assignee, and the Assignee has agreed to purchase and acquire from the Assignor, the Assumed Contracts.
NOW, THEREFORE, in consideration of the mutual covenants set forth in the Purchase Agreement and herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:
*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.
2
*** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.
[Signature Pages Follow]
3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
TRINITY MINING GROUP, INC.
By: /s/ Austin Davis
Name: Austin Davis
Title: President and Secretary
[Signature Page to Assignment and Assumption Agreement]
CIPHER BLACK PEARL LLC
By: /s/ William Iwaschuk
Name: William Iwaschuk
Title: Co-President & Chief Legal Officer
[Signature Page to Assignment and Assumption Agreement]
EXHIBIT A
Assumed Contracts
***
Exhibit A