Exhibit 10.34
ACCOUNT CONTROL AGREEMENT
This ACCOUNT CONTROL AGREEMENT dated as of July 31, 2023, ("Agreement"), is made by and among GRIID INFRASTRUCTURE LLC, a Delaware limited liability company (the “Borrower”), BLOCKCHAIN ACCESS UK LTD., a company organized and existing under the laws of England and Wales, as the agent under the Guaranty and Security Agreement referred to below (the “Agent”), and Coinbase Custody Trust Company, LLC, a New York limited purpose trust company (the “Custodian”).
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Uniform Commercial Code as in effect in the State of New York (the “UCC”), and if defined in more than one article of the UCC shall have the meanings set forth in Articles 8 and 9 thereof.
WHEREAS, the Borrower and Agent are parties to that certain (i) Fourth Amended and Restated Credit Agreement, dated as of October 9, 2022 (the “Credit Agreement”), and (ii) Second Amended and Restated Guaranty and Security Agreement, dated as of October 9, 2022 (the “Guaranty and Security Agreement”), pursuant to which the Borrower has granted to the Agent, for the benefit of the Lenders and all other Secured Parties (each as defined therein), a first priority security interest in the Controlled Accounts,
WHEREAS, the Borrower is the Custodian’s customer with respect to the Controlled Accounts, and
WHEREAS, the Borrower and the Agent are requesting that the Custodian enter into this Agreement to provide for control over the Controlled Accounts by the Agent and to perfect the Agent’s security interest in the Controlled Accounts.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto mutually agree as follows:
Notwithstanding anything to the contrary contained herein, before the Agent gives the Custodian any Orders concerning the Controlled Accounts, the Agent shall, upon the Custodian’s request, deliver to the Custodian such documentation as the Custodian may from time to time reasonably request to evidence the authority of those partners, officers, employees or agents whom the Agent may designate to give Orders, and Custodian shall be entitled to assume without further inquiry that the person(s) so named shall have the authority to give Orders. The Agent shall also provide the Custodian with any information as the Custodian may require in order to make a transfer in compliance with an Order, including the name and routing numbers of the Agent’s bank and the related accounts and account numbers, and/or a public blockchain address controlled by the Agent. The Borrower and the Agent understand that a transfer of financial assets by the Custodian maybe delayed or not made if the transfer would cause the Custodian to violate any applicable law or regulation.
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ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The parties further agree that the law applicable to all the issues in Article 2(1) of The Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with a Custodian shall be the law of the State of New York.
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If to the Agent: | Blockchain Access UK Ltd. |
Via email to: bcs@blockchain.com and lending@blockchain.com | |
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If to the Custodian: | Coinbase Custody Trust Company LLC |
| Via Email at noticeofsolecontrol@coinbase.com |
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If to the Borrower: | GRIID Infrastructure LLC |
2577 Duck Creek Road
Cincinnati, OH 45212
Attention: James D. Kelly, III
Email: trey@griid.com
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
GRIID INFRASTRUCTURE LLC | |
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By: | /s/ James D. Kelly III |
Name: | James D. Kelly III |
Title: | Chief Executive Officer and President |
BLOCKCHAIN ACCESS UK LIMITED | |
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By: | /s/ Al Turnbull |
Name: | Al Turnbull |
Title: | VP Business Operations |
COINBASE CUSTODY TRUST COMPANY, LLC | |
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By: | /s/ Lauren Abendschein |
Name: | Lauren Abendschein |
Title: | Senior Director |
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Exhibit A. Controlled Accounts
Controlled Account Name | Controlled Account Number |
Griid Infrastructure LLC (Collateral Account) | 3c696fd1-b1a9-4734-b108-a2427807b399 |
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