Cancellation of the Warrants Clause Samples

Cancellation of the Warrants. The Warrants are hereby canceled, null and void, and of no further effect. Simultaneously with the execution and delivery of this Agreement Piergentili shall deliver to the Company for cancellation the original certificate evidencing the Warrants.

Cancellation of the Warrants. (a) The parties hereby agree that the Warrant Agreement shall be terminated and the Warrants shall be canceled effective as of the date on which the Guaranty, made as of May 31, 1995, by WMX in favor of the Banks listed therein (the "Guaranty"), terminates in accordance with Section 10(a) thereof (such date, the "Common Termination Date"), without the payment of any separate consideration therefor. The parties hereby agree to use their reasonable best efforts to cause the events specified in Section 10(a) of the Guaranty to occur prior to the second business day subsequent to the Effective Time. (b) WMX agrees not to exercise its rights pursuant to Sections 3.1 or 3.2 of the Warrant Agreement prior to the earlier to occur of (i) the second business day subsequent to the Effective Time, and (ii) the termination of the Merger Agreement in accordance with its terms. (c) WMX agrees not to exercise its rights pursuant to Section 2.2 of the Warrant Agreement with respect to the Merger Transactions prior to the second business day subsequent to the Effective Time. (d) WMX hereby waives its rights under Sections 2.1 through 2.7 of the Warrant Agreement with respect to the NSC Distribution.

Cancellation of the Warrants. Any Warrants outstanding as of the Expiration Time shall be automatically cancelled without any further action on the part of the Warrant Agent or any other Person.

Cancellation of the Warrants. EXCHANGE OF WARRANTS FOR SERIES B PREFERRED STOCK. (a) In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Holder and the Company agree to the cancellation of the Warrants and the exchange of the Warrants into newly issued shares of Series B Preferred Stock in the amounts set forth on EXHIBIT A attached hereto. (b) The closing under this Agreement (the "CLOSING") shall take place at the offices of Sadis & G▇▇▇▇▇▇▇ LLP, 5▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ upon the satisfaction or waiver of each of the conditions set forth in Sections 4 and 5 hereof (the "CLOSING DATE"). At the Closing, the Company shall issue to the Holder the shares of Series B Preferred Stock and the Holder shall deliver to the Company for cancellation the Warrants. (c) The designation, rights, preferences and other terms and provisions of the Series B Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series B Convertible Preferred Stock attached hereto as EXHIBIT B (the "CERTIFICATE OF DESIGNATION"). (d) The shares of Series B Preferred Stock issuable upon the exchange of the Warrants and the shares of Common Stock issuable upon conversion of the Series B Preferred Stock are sometimes collectively referred to herein as the "SECURITIES".

Cancellation of the Warrants. Any Warrant Certificate shall be promptly cancelled by the Warrant Agent upon the earlier of (i) the mutilation of the Warrant Certificate as described in Section 5.02, or (ii) registration of Transfer or exercise of such Warrants and, except as provided in this Article 2 in case of a Transfer or Section 5.02 in case of mutilation, no Warrant Certificate shall be issued hereunder in lieu thereof.

Cancellation of the Warrants. Upon the terms and subject to the conditions set forth herein, each Seller that holds Warrants agrees that, and the Company shall take all actions required to cause, each Warrant held by such Seller that is unexpired, unexercised and outstanding immediately prior to the Closing and which is exercisable as of immediately prior to the Closing to be cancelled and terminated in exchange for the right to receive, subject to the terms of this Agreement, the consideration to be made by the Paying Agent to the holder thereof pursuant to the terms of this Agreement and the Paying Agent Agreement. Such payment shall be in an amount equal to the product of: (a) the number of Preferred Shares issuable upon exercise of such Warrant multiplied by (b) the excess of (i) the consideration payable for each Preferred Share in accordance with the Allocation Statement, over (ii) the exercise price of each Preferred Share underlying such Warrant. Following the Closing, no Warrants shall be outstanding and any Warrants outstanding immediately prior to the Closing shall be terminated in accordance with its terms, shall be null and void and shall not be exercisable for any securities of the Company.

Cancellation of the Warrants. In exchange for cancellation of the Holder’s Warrants, upon closing of the Recapitalization, the Holder shall receive the Shares. The Holder shall surrender its Warrant Certificate, duly endorsed (or a notice to the effect that the original Warrant Certificate has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with the Warrant Certificate), at the office of the Company. The Company shall, as soon as practicable thereafter, issue and deliver to the Holder a certificate or agreement representing the Shares pursuant to this Agreement (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company).The cancellation of the Holder’s Warrants pursuant to this Agreement shall be deemed to have been made at the closing of the Recapitalization and on and after such date the Holder entitled to receive the securities issuable upon exercise of the Warrants shall be treated for all purposes as the record holder of such securities and the Holder’s Warrants, and all obligations of the Company thereunder, shall be deemed to have been indefeasibly satisfied in full.

Cancellation of the Warrants. Effective upon the execution and delivery to Holder of a Stock Award Agreement substantially in the form attached hereto as Exhibit A (the “Stock Award Agreement”) no later than five (5) business days from the date hereof and the issuance to the Holder of Stock (as defined in the Stock Award Agreement) valued at $1,713,085.22 (based on the closing price of Bitfarms’ common shares on the Nasdaq Stock Market LLC on the Closing Date (as defined in the Merger Agreement)) contemplated thereby (the “Delivery Date”), the Warrants shall automatically and without further action be cancelled and terminated and be of no further force or effect (the “Cancellation”). For the avoidance of doubt, all rights held by Holder under the Warrants shall thereby be terminated and cancelled on account of the Cancellation, and neither the Company nor Bitfarms shall have any remaining liabilities or obligations related to or arising from the Warrants whatsoever after the Cancellation Payment Shares have been received by Holder.

Cancellation of the Warrants. In the event the Company shall purchase or otherwise acquire any Warrants, the same shall be canceled and retired.