Form 8-K
8-K — CEA Industries Inc.
Accession: 0001493152-26-021548
Filed: 2026-05-06
Period: 2026-04-30
CIK: 0001482541
SIC: 0700 (AGRICULTURE SERVICES)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-10.1 (ex10-1.htm)
EX-10.2 (ex10-2.htm)
EX-99.1 (ex99-1.htm)
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2026-04-30
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 30, 2026
CEA
INDUSTRIES INC.
(Exact
name of registrant as specified in its charter)
Nevada
001-41266
27-3911608
(State
or other jurisdiction
of
incorporation or organization)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
385
South Pierce Avenue, Suite C
Louisville,
Colorado 80027
(Address
of principal executive office) (Zip Code)
(303)
993-5271
(Registrants’
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $0.00001
BNC
Nasdaq
Capital Market
Warrants
to purchase Common Stock
BNCWW
Nasdaq
Capital Market
Warrants
to purchase Common Stock
BNCWZ
Nasdaq
Capital Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging
Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
April 30, 2026, CEA Industries Inc. (the “Company”) entered into a master loan agreement (the “Loan
Agreement”) with BitGo Prime, LLC (the “Lender”), pursuant to which the Company may borrow digital
assets or cash from Lender from time to time. Each loan is documented in a separate loan request by the parties setting forth the specific
terms, including principal amount, fees, collateral requirements, and the date on which the loan is to commence and mature.
The
loan fee is to be determined for each loan and is calculated on a daily basis at the annualized rate specified in each confirmation.
Each
loan may have a fixed term, or may include a call option or prepayment option, as specified in each loan request. In general, either
party can terminate a loan by providing notice within the time frame set forth in the Loan Agreement. Upon termination, the borrowed
digital assets or cash must be returned, and the related collateral released.
Borrowings
under the Loan Agreement are secured by collateral in favor of the Lender. Collateral may include BNB, cash or other forms agreed upon
by the parties. The collateral’s required value is typically higher than the borrowed amount, subject to margin calls as set forth
in the Loan Agreement. If the value of posted collateral falls below the margin call threshold, the Company must promptly post additional
collateral. Failure to maintain sufficient collateral can result in an event of default and remedies available to the Lender, including
the right to liquidate pledged collateral.
The
Loan Agreement contains representations and warranties and affirmative and negative covenants customary for financings of this type,
as well as customary events of default. The financial covenants in the Loan Agreement require the Company to maintain Borrower’s
Net Equity of at least $25 million and a Borrower’s Leverage Ratio of no more than 200%, each as defined in the Loan Agreement.
The
foregoing is a summary of the material terms of the Loan Agreement, and it is qualified in its entirety by reference to the full text
of the Loan Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
April 30, 2026, the parties to the Loan Agreement agreed to a loan request for 10 million USDC at a loan fee amount of 9.5% per annum
and an initial maturity date of October 30, 2026, with option to renew for additional 6-month terms on a rolling basis.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
May 4, 2026, Anthony K. McDonald, the Company’s President and a member of the Company’s Board of Directors, resigned as
President and as a director of the Company. In connection with his separation, he entered into a
severance agreement with the Company (the “Severance Agreement”).
Under
the Severance Agreement, in exchange for a release of claims and Mr. McDonald’s agreement to certain covenants, including cooperation,
Mr. McDonald will receive an aggregate of $250,000 payable over 12 months and reimbursement for legal fees of up to $10,000. Mr. McDonald’s
outstanding equity awards will remain in effect in accordance with their terms.
The
foregoing description of the Severance Agreement is not complete and is qualified in its entirety by reference to the full text of the
Severance Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
May 6, 2026, the Company issued a press release in connection with the departure of Mr. McDonald as reported under Item 5.02 above. A
copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The
information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished
to the SEC, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed
to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by a specific reference in such filing.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
No.
Description
10.1
Master Loan Agreement, dated April 30, 2026, between CEA Industries Inc. and BitGo Prime, LLC
10.2
Severance Agreement, dated May 4, 2026, between CEA Industries Inc. and Anthony K. McDonald
99.1
Press Release, dated May 6, 2026
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
CEA
Industries Inc.
Dated: May
6, 2026
By:
/s/
David Namdar
Name:
David
Namdar
Title:
Chief
Executive Officer
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit
10.1
EXECUTION
COPY
MASTER
LOAN AGREEMENT
This
Master Loan Agreement (the “Agreement”) is dated as of April 30th,
2026 by and between BitGo Prime, LLC (“BitGo,” “BitGo Prime,” or “Lender”),
a limited liability company organized and existing under the laws of Delaware, and CEA Industries Inc. (“Borrower”),
a corporation organized and existing under the laws of Nevada (each, a “Party” and together, the “Parties”).
WHEREAS,
subject to the terms and conditions of this Agreement, Borrower may, from time to time, seek to initiate a transaction pursuant to which
Lender will lend Digital Currency or USD to Borrower, and Borrower will pay a Loan Fee and return such Digital Currency or USD to Lender
(being repaid in the same form of Digital Currency or USD as original borrowed) upon the termination of the Loan.
NOW
THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:
I.
Definitions.
“Additional
Termination Event” means (i) a Change in Law, (ii) a Force Majeure Event; or (iii) a Credit Event.
“Airdrop”
means a distribution of a new token or tokens resulting from the ownership of a pre-existing token. For the purposes of Section
V, an “Applicable Airdrop” is an Airdrop for which the distribution of new tokens can be definitively calculated
according to its distribution method, such as a pro rata distribution based on the amount of the relevant Digital Currency held at a
specified time. A “Non-Applicable Airdrop” is an Airdrop for which the distribution of new tokens cannot be
definitively calculated, such as a random distribution, a distribution to every wallet of the relevant Digital Currency, or a distribution
that depends on a wallet of the relevant Digital Currency meeting a threshold requirement.
“Applicable
Law” means (regardless of jurisdiction) any applicable (i) federal, national, state and local laws (including common law),
ordinances, regulations, orders, statutory instrument, rules, treaties, codes of practice, decrees, injunctions, or judgments and (ii)
ruling, declaration, regulation, requirement, or interpretation issued by any Governmental Authority that, in either case, are applicable
to or binding on any person or entity or any of its property or assets or to which such entity or person or any of its property or assets
is subject.
“Authorized
Agent” has the meaning set forth in Exhibit A.
“Borrower
Email” means the borrower email for notice indicated in the signature block below.
“Borrower
Leverage Event” means Borrower’s Leverage Ratio is greater than 200%.
BitGo Master Loan Agreement
(BitGo-Lender)
“Borrower’s
Leverage Ratio” means Borrower’s assets divided by Borrower’s Net Equity.
“Borrower’s
Net Equity” means the sum of all Borrower’s assets minus the sum of all Borrower’s liabilities; provided however,
that Borrower’s liabilities shall omit any warrants treated as liabilities.
“Business
Day” means any day other than a Saturday or Sunday on which commercial banks are open for business in New York City, United
States.
“Business
Hours” means between the hours of 9am ET to 5pm ET time on a Business Day.
“Call
Option” means the right of Lender to demand immediate payment of a portion or the entirety of the Loan Balance at any time,
subject to this Agreement.
“Change
in Law” means any or all of the Loaned Assets become, in Lender’s sole discretion, at risk of being: (1) considered
a security, swap, derivative, or other similarly-regulated financial instrument or asset by any regulatory authority, whether governmental,
industry self-regulatory, or otherwise, or by any court of law or dispute resolution organization, arbitrator, or mediator; or (2) subject
to future regulation materially impacting this Agreement, the Loan, or Lender’s business.
“Close
of Business” means 8pm ET.
“Credit
Event” means a Net Equity Event or a Borrower Leverage Event.
“Digital
Currency” means any digital currency that Borrower and Lender agree upon.
“Digital
Currency Address” means an identifier of alphanumeric characters that represents a digital identity or destination for
a transfer of Digital Currency.
“Digital
Currency Spot Rate” means, for any particular Digital Currency, the spot exchange rate between the Digital Currency and
USD as quoted on a Liquidity Exchange of Lender’s choosing, unless the Loan Confirmation sets forth a different exchange rate for
a Digital Currency in which case the different exchange rate shall apply to that particular Loan, again, as quoted on a Liquidity Exchange
of Lender’s choosing.
“Early
Termination Fee” shall have the meaning set forth in Section III(c).
“ET”
means Eastern Time (Eastern Daylight Time or Eastern Standard Time, as applicable).
“Excluded
Taxes” means, with respect to the Lender or any other recipient of any payment to be made by or on account of any obligation
of Borrower under this Agreement, Taxes imposed on or measured by its overall net income, overall gross income or overall gross receipts
(however denominated), and franchise taxes imposed on it (in lieu of net income taxes) or capital taxes, by the applicable jurisdiction
(or any political subdivision thereof) under the laws of which such recipient is organized, in which it is resident for tax purposes
or in which its principal office is located.
BitGo Master Loan Agreement 2
“Fixed
Term Loan” means a Loan with a pre-determined Maturity Date, where Borrower does not have a Prepayment Option and Lender
does not have a Call Option.
“Force
Majeure Event” means any failure, interruption or delay in the ability of Lender to perform its obligations under this
this Agreement resulting from any acts, events or circumstances not within our reasonable control including, without limitation, changes
in the functioning or features of the Digital Currency or the software protocols that govern their operation; sabotage or fraudulent
manipulation of the protocols or network that govern Digital Currency; cybersecurity attacks, hacks or other intrusions, loss or theft
of Digital Currency at any time; unavailability or malfunction of wire, communications or other technological systems; suspension or
disruption of trading markets or exchanges; failure of utility services; global or local pandemics; fire; flooding; adverse weather conditions
or events of nature; explosions; acts of God, civil commotion, strikes or industrial action of any kind; riots, insurrection, terrorist
acts; war (whether declared or undeclared); or acts of government or government agencies (U.S or foreign); or the default of a custodian,
trading market or exchange caused directly or indirectly by the occurrence of any of the foregoing events or circumstances.
“Governmental
Authority” means the government of any nation, or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government.
“Hard
Fork” means a permanent divergence in the blockchain (e.g., when non-upgraded nodes cannot validate blocks created by upgraded
nodes that follow newer consensus rules, or an airdrop or any other event which results in the creation of a new token).
“Indebtedness”
means, as to any person as of any date of determination, without duplication, all of the following, all obligations of such person, whether
present or future, contingent or otherwise, as principal or surety or otherwise, (a) for borrowed money or evidenced by bonds, debentures,
notes, loan agreements or other similar instruments; (b) under any derivative, futures, repurchase, reverse repurchase or securities
lending contracts or other similar contracts; (c) to purchase, redeem, retire, or otherwise make any payment in respect of any equity
interest in such person or any other person, and (d) all guarantees of such person in respect of any of the foregoing.
“Indebtedness
Threshold Amount” means USD 50,000,000.00.
“Indemnified
Taxes” means Taxes other than Excluded Taxes.
“Late
Fee” shall have the meaning set forth in Section III(b).
“Lender
Email” means bitgoprime@bitgo.com or such other address as Lender may specify in writing from time to time.
BitGo Master Loan Agreement 3
“Lending
Request” shall have the meaning as set forth in Section II(b).
“Liquidation
Level” has the meaning set forth in the Loan Confirmation.
“Liquidity
Exchanges” means the three highest-volume digital currency exchanges that report prices for the applicable Digital Currency
(as measured by the 30-day average daily trading volume of the applicable Digital Currency on any date of determination), as indicated
on coinmarketcap.com, or if coinmarketcap.com no longer exists or if pertinent market data is not on coinmarketcap.com, then an alternative
market data provider reasonably selected by Lender for the purpose of Borrower and Lender’s similarly situated customers.
“Loan”
means a loan of Digital Currency or USD made pursuant to and in accordance with this Agreement
and any Loan Confirmation.
“Loan
Balance” means, for a particular Loan, the outstanding Loaned Assets, any accrued and unpaid Loan Fees, outstanding Late
Fees, any New Tokens required to be delivered, and any outstanding Early Termination Fee.
“Loan
Confirmation” means the agreement between Lender and Borrower for the particular terms of an individual Loan, which shall
be memorialized in a confirmation as set forth in Exhibit B or in a form approved by Lender comparable therewith.
“Loan
Documents” means this Master Loan Agreement and any and all Loan Confirmations entered into between Lender and Borrower.
“Loan
Fee” has the meaning set forth in Section III(a).
“Loan
Fee Percentage” has the meaning set forth in the Loan Confirmation.
“Loaned
Assets” means any Digital Currency or USD transferred in a Loan hereunder until such is transferred back to Lender pursuant
to the terms of this Agreement.
“Margin
Call Threshold Amount” means, with respect to any Loan as of any date, the amount obtained by multiplying the Margin Requirement
Percentage by the Loan Balance for such Loan as of such date.
“Margin
Release Threshold Amount” means, with respect to any Loan as of any date the amount obtained by multiplying the Margin
Release Percentage by the Loan Balance for such Loan as of such date.
“Margin
Release Percentage” has the meaning set forth in the Loan Confirmation.
“Margin
Requirement Percentage” has the meaning set forth in the Loan Confirmation.
“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, liabilities, prospects or financial condition
of Borrower, taken as a whole, (b) the ability of Borrower to perform any of its Obligations under this Agreement or (c) the Lender’s
liens on the Collateral or the priority of such liens (including the resignation or notice of resignation of any applicable securities
intermediary).
BitGo Master Loan Agreement 4
“Maturity
Date” means the pre-determined future date upon which a Loan becomes due in full, if any, and as set forth in the applicable
Loan Confirmation.
“Minimum
Transfer Amount” means USD 100,000.00.
“Net
Equity Event” means, as of the end of any calendar month, Borrower’s Net Equity is less than USD 25,000,000.00.
“New
Token” shall have the meaning set forth in Section VI(b).
“Obligations”
means all debts, liabilities, obligations, covenants, indemnifications, interest and fees, including the Total Loaned Balance, created
hereunder or under the other Loan Documents, whether arising before or after the commencement of any bankruptcy or insolvency proceeding.
“Open
Loan” means a Loan without a Maturity Date where Borrower has a Prepayment Option and Lender has a Call Option.
“Prepayment
Option” means Borrower has the option to repay or return the Loaned Assets prior to the Maturity Date.
“Required
Collateral Amount” means, with respect to any Loan as of any date, the amount obtained by multiplying the Initial Collateral
Percentage by the Loan Balance (or proposed Loaned Assets) for such Loan as of such date.
“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees, including stamp taxes, registration
fees, documentation or other excise or property taxes, or similar taxes, or other charges imposed by any Governmental Authority, including
any interest, additions to Tax or penalties applicable thereto.
“Term
Loan with Call Option” means a Loan with a pre-determined Maturity Date where Lender has a Call Option.
“Term
Loan with Prepayment Option” means a Loan with a pre-determined Maturity Date where Borrower has a Prepayment Option.
“Termination
Date” means the date upon which a Loan is terminated.
“Total
Loaned Balance” means, at any time, the Total Loaned Assets, any accrued and unpaid Loan Fees, outstanding Late Fees, any
New Tokens required to be delivered, and any outstanding Early Termination Fee.
“Total
Loaned Assets” means, at any time, the aggregate outstanding Loaned Assets for all Loans.
BitGo Master Loan Agreement 5
“UCC”
shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.
“USD”
means U.S. dollar.
“Value”
of (i) Digital Currency at any time of determination shall be determined by Lender acting reasonably and in good faith by converting
to USD or to such other asset as may be mutually agreed in writing, using the Digital Currency Spot Rate; and (ii) USD shall be the face
value thereof.
II.
General Loan Terms.
(a)
Loans of Digital Currency or USD. Subject to the terms and conditions hereof, Borrower may, in its sole and absolute discretion,
request from Lender a Loan of a specified amount of Digital Currency or USD, and Lender may, in its sole and absolute discretion, extend
such Loan or decline to extend such Loan on terms acceptable to Lender and as set forth in a corresponding Loan Confirmation.
(b)
Loan Procedure. From time to time, during Business Hours on a Business Day (the “Request Day”), by email directed
to Lender Email, an Authorized Agent of Borrower may request a Loan (a “Lending Request”) of a specific amount of
Digital Currency or USD.
As
part of its Lending Request, Borrower shall provide the following proposed terms:
(i)
type of Digital Currency (if applicable);
(ii)
the amount of Digital Currency or USD;
(iii)
whether the Loan is to be a Fixed Term Loan, a Term Loan with Prepayment Option, a Term Loan with Call Option or an Open Loan;
(iv)
the Loan Fee Percentage;
(v)
the Maturity Date, if any;
(vi)
the type or types of Collateral and amounts thereof, as applicable, proposed to be pledged; and
(vii)
the proposed Initial Collateral Percentage, Margin Requirement Percentage, Margin Release Percentage and Liquidation Level.
If
Lender agrees to make a Loan on the terms set forth in the Lending Request or as otherwise agreed between Borrower and Lender, Lender
shall send Borrower a Loan Confirmation. The specific and final terms of a Loan shall be set forth in the Loan Confirmation. Following
delivery of such Loan Confirmation, the Borrower shall provide notice to Lender (email sufficient) accepting or rejecting the relevant
Loan as soon as practicable, but no later than by Close of Business on the Business Day immediately following the day on which the Loan
Confirmation is received, or, if received by Borrower prior to 10:00 a.m. New York City time on such day, by Close of Business on that
Business Day, or as otherwise agreed by the parties. If Borrower fails to accept or reject the relevant Loan within the required time,
the relevant Loan shall be deemed rejected. Upon Borrower’s acceptance of the Loan Confirmation, Borrower and Lender shall be deemed
to have agreed to the terms (absent manifest error) in the Loan Confirmation. Promptly after such time, and after or simultaneously with
Borrower’s delivery of sufficient Collateral (if applicable), Lender shall commence transmission to either (x) Borrower’s
Digital Currency Address the amount of Digital Currency, or (y) Borrower’s bank account by bank wire the amount of USD,
as applicable, set forth in the Loan Confirmation.
BitGo Master Loan Agreement 6
Until
Lender and Borrower have agreed (or have been deemed to agree) to the terms in a Loan Confirmation, neither party shall have any obligations
to the other with respect to such particular Loan. In the event of a conflict of terms between this Agreement and a Loan Confirmation,
the terms in the Loan Confirmation shall govern.
If
Lender transfers Loaned Assets to Borrower and Borrower does not transfer the Required Collateral Amount, Lender shall have the absolute
right to the return of the Loaned Assets.
(c)
Loan Repayment Procedure.
(i)
Loan Repayment. Unless otherwise specified in subsections (ii) and (iii) below, upon the earlier of the Maturity Date, the Recall
Delivery Day (as defined below), or the Redelivery Day (as defined below) for a Loan, Borrower shall repay the entirety of the Loan Balance
to Lender by the Close of Business on such day. Digital Currency Loaned Assets shall be repaid directly to a wallet address designated
by Lender and USD Loaned Assets shall be repaid directly to a bank account designated by Lender.
(ii)
Call Option. For Loans in which Lender has a Call Option, Lender may, by email notification to Borrower’s Email or via another
messaging service used by the Parties during Business Hours (the time of such notice, the “Recall Request Time”),
demand repayment of a portion or the entirety of the Loan Balance (the “Recall Amount”). Borrower will then have until
the Close of Business immediately after the Recall Request Time to deliver the Recall Amount (the day of such delivery, the “Recall
Delivery Day”). If (x) the Recall Request Time is after 11:00 a.m. ET on a Business Day, the Recall Request Time shall be deemed
to occur at 9:00 a.m. ET on the immediately following Business Day and (y) the Recall Request Time is at or prior to 11:00 a.m. ET on
a Business Day, the Recall Request Time shall be deemed to occur at 11:00 a.m. ET on such Business Day.
In
the event of a Call Option where Lender demands only a portion of the Loan Balance, Borrower shall repay said portion of the Loan Balance
on the Recall Delivery Day and the remaining portion of the Loan Balance on the earlier of the Maturity Date or any subsequent Recall
Delivery Day or Redelivery Day, as applicable.
(iii)
Prepayment Option. For Loans in which Borrower has a Prepayment Option, Borrower may, by Email notification to Lender’s
Email during Business Hours (the time of such notice, the “Prepayment Request Time”), indicate its intent to return
a portion of or the entirety of the Loan Balance (the “Redelivery Amount”). Borrower shall return or repay the Redelivery
Amount by the Close of Business on the Business Day immediately following the Prepayment Request Time (the day of such delivery, the
“Redelivery Day”). If (x) the Prepayment Request Time is after 11:00 a.m. ET on a Business Day, the Prepayment Request
Time shall be deemed to occur at 9:00 a.m. ET on the immediately following Business Day and (y) the Prepayment Request Time is prior
to 11:00 a.m. ET on a Business Day, the Prepayment Request Time shall be deemed to occur at 11:00 a.m. ET on such Business Day.
BitGo Master Loan Agreement 7
In
the event of a prepayment of only a portion of the Loan Balance, Borrower shall repay said portion of the Loan Balance on the Redelivery
Day and the remaining portion of the Loan Balance on the earlier of the Maturity Date or any subsequent Recall Delivery Day or Redelivery
Day, as applicable.
(d)
Termination of Loan. A Loan will terminate upon the earlier of:
(i)
the Maturity Date;
(ii)
the repayment of the entire Loan Balance by Borrower prior to the Maturity Date;
(iii)
upon the exercise of remedies after the occurrence of an Event of Default; or
(iv)
upon an Additional Termination Event.
Termination
of a Loan shall not terminate, limit, or otherwise affect the term of this Agreement except as specified herein. In the event of a termination
of a Loan, any Loaned Assets shall be redelivered and any fees outstanding or owed shall be payable immediately to Lender as specified
herein.
(e)
Additional Termination Event. Following the occurrence of any Additional Termination Event, Lender may notify Borrower, by providing
written notice to Borrower, that it is requiring a prepayment in connection therewith. Following such notice, Borrower shall pay to Lender
the Total Loaned Balance and all other obligations that are then due and payable or will become due and payable on account of such payment
within one Business Day.
(f)
Redelivery in an Illiquid Market. If (i) the seven-day average daily trading volume across each of the Liquidity Exchanges has
decreased by 50% from the date of the Loan Confirmation to the Maturity Date, Recall Delivery Day, Redelivery Day or the date prepayment
is required due to an Additional Termination Event, whichever is applicable, or (ii) the Loaned Assets cease to be listed on any of the
Liquidity Exchanges (the duration of either event herein designated, the “Illiquid Period”), Borrower may repay the
Loan in USD equivalent amount as determined by Lender in its reasonable discretion.
III.
Fees.
(a)
Loan Fee. Borrower agrees to pay Lender a financing fee on each Loan (the “Loan Fee”) which shall accrue at
the Loan Fee Percentage (annualized based on 360 days, calculated daily) from and including the date on which the Loaned Assets are transferred
to Borrower to and excluding the date on which such Loaned Assets are repaid in their entirety to Lender. Lender shall calculate any
accrued Loan Fees on a daily basis and provide Borrower with the calculation upon request. The Loan Fee will be calculated off all outstanding
Loaned Assets.
BitGo Master Loan Agreement 8
(b)
Late Fee. If any amount is not paid or delivered by Borrower when due, whether at the Maturity Date, the Redelivery Day, the Recall
Delivery Day, pursuant to Section III(d), or otherwise, such amount shall incur an additional fee (the “Late Fee”)
of 5% annualized (or, if lower, the maximum rate permitted by applicable law), calculated daily from the date that such amount was due
to but excluding the date that such amount is paid or delivered in full.
(c)
Early Termination Fees. For Fixed Term Loans and Term Loans with Call Options, if Borrower repays the Loaned Assets prior to the
Maturity Date, Borrower shall pay to Lender a fee equal to ten percent (10%) of the Loan Fee that would have accrued from the date of
the repayment until the Maturity Date of the Loan (the “Early Termination Fee”). The Early Termination Fee is due
with the repayment of the Loaned Assets. The Early Termination Fee shall not apply to (i) Loaned Assets returned to Lender in the event
of a Hard Fork, (ii) to any Recall Amount or (iii) any Redelivery Amount.
(d)
Payment of Fees. Unless otherwise agreed, any Loan Fees, Late Fees, or Early Termination Fees (collectively, “Fees”)
payable hereunder shall be paid by Borrower upon the earlier of (i) five (5) Business Days after receipt of an invoice from Lender; or
(ii) the termination of the applicable Loan. An invoice for Fees (the “Invoice Amount”) will be sent out on the first
Business Day of the month and will include any Fees incurred during the previous month and any outstanding Fees; provided that,
any delay by Lender in sending an invoice shall not relieve Borrower of its obligation to pay the Invoice Amount upon delivery of an
invoice; provided, further, that all accrued and unpaid Fees shall be paid on the Maturity Date or earlier termination pursuant
to Section II(d) unless otherwise expressly set forth in this Agreement. The Fees shall be payable, unless otherwise agreed by Borrower
and Lender in the Loan Confirmation, in the same Loaned Assets that were borrowed, whether USD
or Digital Currency on the same blockchain and of the same type that was loaned by Lender during the Loan.
IV.
Taxes.
(a)
Payments Free of Taxes. Any and all payments by or on account of any obligation of Borrower hereunder shall be made free and clear
of and without reduction or withholding for any Taxes; provided that if Borrower shall be required by Applicable Law to deduct
any Indemnified Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required
deductions for Indemnified Taxes (including deductions for Indemnified Taxes applicable to additional sums payable under this Section)
the Lender shall receive an amount equal to the sum it would have received had no such deductions for Indemnified Taxes been made, (ii)
Borrower shall make such deductions, and (iii) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority
in accordance with Applicable Law.
(b)
Payment of Taxes by Borrower. Without limiting the provisions of subsection (a) above, Borrower shall timely pay any Taxes that
arise from any payment made by it under, or otherwise with respect to, this Agreement to the relevant Governmental Authority if required
and in accordance with Applicable Law.
BitGo Master Loan Agreement 9
(c)
Indemnification by Borrower. Borrower shall indemnify the Lender for the full amount of any Indemnified Taxes (including Indemnified
Taxes imposed or asserted on or attributable to amounts payable under this Section IV(c)) attributable to Borrower under this Agreement
and paid by the Lender, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority against Lender. A certificate delivered to Borrower by Lender as to the amount of such payment or liability actually paid by
Lender to the relevant Governmental Authority shall be conclusive and binding absent manifest error.
(d)
Tax Reporting. Borrower shall file all returns and tax reports, if and/or as required under Applicable Law.
V.
Collateral Requirements.
(a)
Collateral. To the extent required pursuant to a Loan Confirmation, Borrower shall pledge, as collateral, USD or Digital Currency
to secure the Loan (the “Collateral”, which shall include any Additional Collateral). The initial amount of Collateral
required will be the Initial Collateral Percentage times of the Value of the Loaned Assets.
(b)
The Collateral transferred by Borrower to Lender, as adjusted herein, shall be security for Borrower’s Obligations hereunder. Borrower
hereby pledges, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral and any
Proceeds (as defined in the UCC) of the Collateral, which shall attach upon the transfer of the Loaned Assets by Lender to Borrower.
The pledge, assignment and security interest created by this paragraph shall constitute a continuing agreement and shall continue in
effect until the Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued) have
been paid and satisfied in full, at which time the Collateral shall automatically be released from the liens created hereunder and shall
revert to Borrower. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of
a secured party under Applicable Law (including the UCC). Except as otherwise agreed to in writing between Lender and Borrower, Lender
shall be entitled to rehypothecate and use the Collateral to conduct its digital currency lending and borrowing business, including transferring
the Collateral to other non-BitGo bank accounts, or for any other purpose not prohibited by this Agreement or Applicable Law.
(c)
Margin Calls.
(i)
If, at any time, the Value of the Collateral subject to all Loans is less than the total Margin Call Threshold Amount aggregated for
all Loans, Lender shall have the right, subject to the Minimum Transfer Amount, to require Borrower to pledge and deliver USD or additional
Digital Currencies (as acceptable to Lender in its reasonable discretion and not to be unreasonably withheld, the “Additional
Collateral”) (or if Borrower requests and Lender agrees, to repay or redeliver Loaned Assets) so that the Value of the Collateral
subject to all Loans (including the Additional Collateral) will thereupon equal or exceed the total Required Collateral Amount aggregated
for all Loans.
BitGo Master Loan Agreement 10
(ii)
If Lender requires Borrower to contribute Additional Collateral, it shall send notification (the “Margin Notification”)
to Borrower’s Email or via another messaging service used by the Parties that sets forth the amount and type of Additional Collateral
required. Borrower shall deliver the Additional Collateral to Lender in accordance with subsection (f) below within twelve (12) hours
immediately following the time the Margin Notification is received (the “Margin
Notification Time”) or as otherwise agreed by the parties; provided, however, that Borrower shall have six (6) hours following
the Margin Notification Time to provide its own calculations of the Value of the Collateral (at the time of the Margin Notification)
subject to all Loans to Lender to support a determination that less (or no) Additional Collateral is required to be delivered. If (x)
Lender agrees with Borrower’s calculations pursuant to the prior proviso, the relevant Margin Notification shall be deemed withdrawn,
or modified in accordance with Borrower’s calculations and (y) if Lender disagrees in writing with Borrower’s calculations
pursuant to the prior proviso or does not respond within two (2) hours after receipt of Borrower’s calculations, the original Margin
Notification shall remain in effect.
(d)
Margin Release
(i)
If, at any time, the Value of the Collateral subject to all Loans exceeds the total Margin Release Threshold Amount aggregated for all
Loans, Borrower shall have the right, subject to the Minimum Transfer Amount, to require Lender to return an amount of Collateral, so
that the Value of the Collateral subject to all Loans (after deduction of any such Collateral so returned, such Collateral, the “Released
Collateral”) will thereupon not exceed the total Required Collateral Amount aggregated for all Loans.
(ii)
If Borrower requires Lender to return any Released Collateral, it shall send an email notification (the “Release Notification”)
to Lender’s Email during Business Hours that sets forth (A) the requested amount of Released Collateral and (B) Borrower’s
calculations and pricing sources supporting its determination that the Value of the Collateral subject to all Loans exceeds the aggregate
Margin Release Threshold Amount. If Lender agrees in writing with Borrower’s calculations, Lender shall return the Released Collateral
to Borrower in accordance with subsection (g) below by Close of Business on the Business Day immediately following the day on which the
Release Notification is received, if received by Lender prior to 10:00 a.m. New York City time on such day, or otherwise by Close of
Business on the second immediately following Business Day, or as otherwise agreed by the parties.
(e)
Liquidation of Collateral. Borrower agrees that Lender may liquidate Collateral if Lender determines that the Value of Collateral
subject to a particular Loan is less than the Loaned Assets multiplied by the Liquidation Level. Lender agrees to use
commercially reasonable efforts to provide advance notice to Borrower Email and allow Borrower to deliver Additional Collateral prior
to liquidation.
BitGo Master Loan Agreement 11
Borrower
acknowledges that its obligations under this Section V, continue regardless of Lender’s request for Additional Collateral and Borrower’s
acceptance or rejection of the same. Borrower agrees that it is its responsibility to monitor its Collateral and to ensure compliance
with this Agreement.
(f)
Payment of Additional Collateral. Payment of the Additional Collateral shall be made by bank wire to the account, or if applicable,
the Digital Currency Address, specified in the Loan Confirmation or as otherwise notified to Borrower, or, if Lender has agreed, by a
return or repayment of an amount of Loaned Assets such that the Value of the Collateral subject to all Loans will equal or exceed the
aggregate Required Collateral Amount.
(g)
Return of Released Collateral. Return of the Released Collateral shall be made by bank wire to the account, or if applicable,
the Digital Currency Address, specified in the Loan Confirmation or as otherwise notified by Borrower. For the avoidance of doubt, Section
II(f) shall apply to the return of Collateral.
(h)
Return of Collateral. After all the Obligations (other than contingent indemnification obligations for which no claim has been
asserted or accrued) have been paid and satisfied in full, Lender shall return the Collateral to Borrower (i) in the case of USD, by
bank wire to the account specified by Borrower and (ii) in the case of Digital Currency, to the Digital Currency Address specified by
Borrower.
VI.
Hard Fork.
(a)
Notification. In the event of a public announcement of a future Hard Fork or an Airdrop in the blockchain for any Loaned Assets,
Lender may, but shall not be required to, provide email notification to Borrower.
(b)
No Immediate Termination of Loans Due to Hard Fork. In the event of a Hard Fork in the blockchain for any Loaned Assets or an
Airdrop, any outstanding Loans will not be automatically terminated. Borrower and Lender may agree, regardless of Loan type, to terminate
a Loan without any penalties on an agreed upon date. Nothing herein shall relieve, waive, or otherwise satisfy Borrower’s Obligations
under this Agreement, including without limitation, the return of the Loaned Assets at the termination of the Loan and payment of accrued
Loan Fees (including for days on which Borrower transfers Digital Currency to Lender and Lender transfers said Digital Currency back
to Borrower pursuant to this section) and any outstanding Late Fees and Early Termination Fees.
(c)
(c) Right to New Tokens. Lender will receive the benefit and ownership of any incremental tokens generated on Loaned Assets and
Borrower will receive the benefit and ownership of any incremental tokens generated on Collateral as a result of a Hard Fork in the Digital
Currency protocol or an Applicable Airdrop (the “New Tokens”).
BitGo Master Loan Agreement 12
If
the Hard Fork or Applicable Airdrop occurs, the Party obligated to deliver the New Tokens will use commercially reasonable efforts to
transfer the New Tokens to the other Party within 60 calendar days from the Hard Fork or Applicable Airdrop. If delivery of the New Tokens
is commercially unreasonable, upon written agreement, the value of the New Tokens can be paid in lieu of delivery by a one-time payment
in the same currency of the Loaned Assets or Collateral reflecting the amount of the New Tokens owed using the spot rate agreed upon
by the Parties at the time of said repayment. Borrower will be solely responsible for payment of additional costs incurred by any transfer
method other than returning the New Tokens, including but not limited to technical costs, third-party fees, and tax obligations for the
transaction, including but not limited to a tax gross-up payment. A Party’s rights to New Tokens as set forth in this Section shall
survive the termination of the relevant Loan, return of the Loaned Assets, and termination of this Agreement.
VII.
Representations, Warranties and Covenants.
(a)
Each Party hereby represents and warrants (which representations and warranties shall continue during the term of this Agreement and
any Loan hereunder) that:
(i)
It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant to
such laws, in good standing.
(ii)
(a) It has the power to execute and deliver this Agreement, to enter into the Loans contemplated hereby and to perform its obligations
hereunder, (b) it has taken all necessary action to authorize such execution, delivery and performance, and (c) this Agreement constitutes
a legal, valid, and binding obligation enforceable against it in accordance with its terms, (subject to applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles
of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
(iii)
The execution, delivery and performance of this Agreement does not contravene (a) its constituent documents, (b) any Applicable Law,
(c) any judgment, award, injunction or similar legal restriction binding on it or its property, or (d) any material agreement to which
such party is a party.
(iv)
No license, consent, authorization or approval or other action by, or notice to or filing or registration with, any Governmental Authority
(including any foreign exchange approval), and no other third-party consent or approval, is necessary for the due execution, delivery
and performance by such party of this Agreement.
(v)
It is acting for its own account and has not relied on the other for any tax or accounting advice concerning this Agreement and it has
made its own determination as to the tax and accounting treatment of any Loan, any Digital Currency, Collateral, or funds received or
provided hereunder.
(vi)
It is a sophisticated party and fully familiar with the inherent risks involved in the transaction contemplated in this Agreement, including,
without limitation, risk of new financial regulatory requirements, potential loss of money and risks due to volatility of the price of
the Loaned Assets, and voluntarily takes full responsibility for any risk to that effect.
BitGo Master Loan Agreement 13
(vii)
It is not insolvent and is not subject to any bankruptcy or insolvency proceedings under any Applicable Laws.
(viii)
There are no undisclosed proceedings pending or, to its knowledge, threatened, which could reasonably be anticipated to have any adverse
effect on the transactions contemplated by this Agreement or the accuracy of the representations and warranties hereunder or thereunder.
(b)
Borrower hereby represents and warrants (which representations and warranties shall continue during the term of this Agreement and any
Loan hereunder) that:
(i)
It has, or will have at the time of return of any Loaned Assets, the right to transfer such Loaned Assets subject to the terms and conditions
hereof.
(ii)
It has, or will have at the time of transfer of any Collateral, the right to grant a first priority security interest in said Collateral
subject to the terms and conditions hereof. Borrower will not further encumber the Collateral.
(iii)
It is an “eligible contract participant”, as that term is defined in Section 1a(18) of the Commodity Exchange Act and applicable
regulations thereunder.
(iv)
It has delivered to Lender (i) a copy of its most recent annual consolidated financial statements, duly audited by independent certified
public accountants, and (ii) a copy of its most recent quarterly unaudited consolidated financial statements, and each of said statements
and the related notes thereto are complete and correct and fairly present the consolidated financial condition and results of operations
of Borrower and its consolidated subsidiaries, all in conformity with generally accepted accounting principles consistently applied.
(v)
Neither it, nor any of its subsidiaries or any director, officer, employee, agent, or affiliate of it or any of its subsidiaries is an
individual or entity that is, or is owned or controlled by persons that are: (i) the subject of any sanctions administered or enforced
by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security
Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”),
or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including
Crimea, Cuba, Iran, North Korea and Syria) (a “Sanctioned Country”).
(vi)
It and its subsidiaries and their respective directors, officers and employees and, to its knowledge, its agents and their subsidiaries,
are in compliance with all applicable Sanctions and with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder and any other applicable anti-corruption law.
BitGo Master Loan Agreement 14
VIII.
Covenants.
(a)
Compliance with Law. Borrower will comply in all material respects with all Applicable Laws and orders binding on it or its properties.
(b)
Consents. Borrower will maintain in full force and effect all consents and approvals of, and registrations and filings with, any
Governmental Authority or otherwise that are required to be obtained by it with respect to this Agreement or which are necessary to the
operation of its business.
(c)
Delivery of Financial Statements, etc. Borrower will furnish to Lender, (i) as soon as available, a copy of the annual consolidated
financial statements of Borrower and its consolidated subsidiaries duly audited by independent certified public accountants, including
a balance sheet as at the end of such fiscal year, prepared in accordance with generally accepted accounting principles consistently
applied, (ii) as soon as available for each quarter, a copy of the consolidated financial statements of Borrower and its consolidated
subsidiaries for the period then ended, including a balance sheet as at the end of such period, prepared in accordance with generally
accepted accounting principles on a basis consistent with that used in the preparation of the financial statements referred to in clause
(i) above and certified by an appropriate officer of Borrower and (iii) within 15 calendar days, a compliance certificate from an appropriate
officer of Borrower certifying to Borrower’s Net Equity and Borrower’s Leverage Ratio. For the avoidance of doubt, Lender
agrees Borrower’s timely filings of its quarterly and annual financial statements with the U.S. Securities and Exchange Commission
satisfies Borrower’s obligations under clauses (i) and (ii) above.
(d)
Notice of Certain Actions. Borrower shall furnish to Lender, as promptly as reasonably practicable after obtaining knowledge thereof,
notice of (i) any Event of Default or event that with the giving of notice or lapse of time or both would constitute an Event of Default,
(ii) any Additional Termination Event, (iii) any matter which has resulted or would reasonably be expected to result in a Material Adverse
Effect, (iv) any investigation by a Governmental Authority or any litigation commenced or threatened in writing against Borrower where
Borrower is specifically named in such investigation or litigation, (v) any lien or “adverse claim” (within the meaning of
Section 8-502 of the UCC) made or asserted against any Collateral or (vi) any change or event which could result in Borrower no longer
qualifying as an “Eligible Contract Participant”.
(e)
Financing Statements. Borrower authorizes Lender
at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments thereto describing
the Collateral that contain any information required, or necessary, by the UCC, or any other applicable filing regime under a different
jurisdiction for the sufficiency thereof or for filing office acceptance.
(f)
Further Acts. Borrower will, from time to time, do and perform any and all acts and execute any and all further instruments required
or reasonably requested by Lender more fully to effect the purposes of this Agreement and the pledge of the Collateral hereunder, including,
without limitation, the execution and filing of financing statements and continuation statements relating to the Collateral under the
provisions of the applicable provisions of the UCC.
(g)
No Liens. Borrower shall not create, incur, assume or suffer to exist any lien upon the Collateral, except for the liens created
hereunder.
BitGo Master Loan Agreement 15
(h)
Change of Name. Borrower shall not, without providing Lender ten (10) calendar days’ prior written notice, change (i) its
legal name, (ii) its jurisdiction of organization or, if not a registered organization, location for purposes of the UCC, (iii) its type
of organization, (iv) the location of its principal place of business or chief executive office or (v) its constituent documents in a
manner materially adverse to Lender.
(i)
Sanctions. Borrower shall not request any Loan, and Borrower shall not use the proceeds of any Loan (i) in violation of any anti-corruption
laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any person subject
to Sanctions, or in any Sanctioned Country or (iii) in violation of any applicable Sanctions.
IX.
Default. Any of the following events shall constitute an event of default, and shall be herein referred to as an “Event
of Default” or “Events of Default”:
(a)
the failure of Borrower to return any and all Loaned Assets when and as the same shall become due and payable, whether at the due date
thereof, a date fixed for prepayment thereof, upon acceleration or otherwise and such failure is not remedied within two (2) Business
Days of notice thereof.
(b)
the failure of Borrower to pay any and all Loan Fees, Late Fees, Early Termination Fees or to remit any New Tokens or pay any fees in
accordance with Section VI, in each case, when and as the same shall become due and payable; provided however, Borrower shall have two
(2) Business Days to cure such failure;
(c)
the failure of Borrower to transfer Collateral or Additional Collateral, by the time and/or in the manner required under Section V;
(d)
a material default by Borrower in the performance of any other provision of this Agreement and, if such default is capable of cure, such
default remains uncured for five (5) Business Days;
(e)
any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors or dissolution proceedings
that are instituted by or against Borrower and (solely in the case of proceedings against Borrower) are not be dismissed within thirty
(30) days of the initiation of said proceedings; or
(f)
any default, event of default or other similar condition or event (however described) in respect of Borrower under one or more agreements
or instruments relating to any Indebtedness with an aggregate principal amount in excess of the Indebtedness Threshold Amount which results
in such Indebtedness becoming, or capable at such time of being declared, due and payable prior to its stated maturity or when such Indebtedness
would otherwise have become due;
(g)
any material provision of any Agreement for any reason ceases to be valid, binding and enforceable in accordance with its terms (or Borrower
shall challenge in writing the enforceability of this Agreement or shall assert in writing, or engage in any action or failure to act
based on any such assertion, that any provision of any of such Agreement has ceased to be or otherwise is not valid, binding and enforceable
in accordance with its terms);
BitGo Master Loan Agreement 16
(h)
Borrower notifies Lender of its inability to or its intention not to perform any of its Obligations hereunder or otherwise disaffirms,
rejects or repudiates any of its Obligations hereunder;
(i)
a Material Adverse Effect occurs; or
(j)
any representation or warranty made by Borrower hereunder proves to be incorrect or untrue in any material respect as of the date of
making or deemed making thereof.
X.
Remedies.
(a)
Upon the occurrence of any Event of Default, Lender may, at its option: (1) declare the Total Loaned Balance outstanding immediately
due and payable whereupon such amounts shall become and be forthwith due and payable, without presentment, demand, protest or notice
of any kind, all of which are hereby expressly waived by Borrower; provided, that upon any Event of Default described in Section
IX(e) above, the Total Loaned Balance shall automatically become and be immediately due and payable without presentment, demand, protest
or notice of any kind, all of which are hereby expressly waived by Borrower, and (2) terminate this Agreement and any Loan hereunder,
and any other agreement or transaction between Borrower and Lender or any affiliate of Lender upon written notice to Borrower.
(b)
In addition to and not in lieu of the rights set forth in subsection (a) above, upon the occurrence and during the continuation of an
Event of Default, Lender may, without notice of any kind, which Borrower hereby expressly waives (except for any notice that may not
be waived under Applicable Law), at any time thereafter exercise and/or enforce any of the following rights and the remedies, at Lender’s
option: (i) sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places and at such time or
times as Lender in good faith deems best, and for cash or for credit or for future delivery, at public or private sale, upon such terms
and conditions as it in good faith deems advisable and apply, in a manner determined by Lender, the proceeds to satisfying any of Borrower’s
obligations to Lender or Lender’s affiliates and (ii) set-off, net, and/or recoup Lender’s obligations to Borrower against
any of Borrower’s obligations to Lender. The parties agree and acknowledge that the relevant Digital Currency pledged as Collateral
are traded on a “recognized market” as such term is used in the UCC and the price at which the relevant Digital Currency
is traded on the relevant Liquidity Exchanges may be the price at which Lender purchases for itself or sells for future delivery pursuant
to its exercise of remedies hereunder. All rights stated herein are cumulative and in addition to all other rights provided by law, in
equity. In addition to its rights hereunder, Lender shall have any rights otherwise available to it under Applicable Law or in equity,
including, without limitation the UCC.
XI.
No Waiver; Modifications. No delay or omission by a Party in exercising any right or remedy hereunder shall operate as a waiver
of the future exercise of that right or remedy or of any other rights or remedies hereunder. The waiver of a particular obligation in
one circumstance will not prevent such Party from subsequently requiring compliance with the obligation or exercising the right or remedy
in the future. No waiver, modification, or amendment of this Agreement will be valid unless made in writing and signed by both Parties.
BitGo Master Loan Agreement 17
XII.
Survival of Rights and Remedies. All remedies hereunder and all obligations with respect to any Loan shall survive the termination
of the relevant Loan, return of Loaned Assets or Collateral, and termination of this Agreement.
XIII.
Governing Law; Dispute Resolution. This Agreement is governed by, and shall be construed and enforced under the laws of the
State of New York without regard to any choice or conflict of laws rules. If a dispute arises out of or relates to this Agreement, or
the breach thereof, and if said dispute cannot be settled through negotiation it shall be finally resolved by binding arbitration administered
in the State of New York by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, or
such other applicable arbitration body as required by law or regulation, and judgment upon the award rendered by the arbitrators may
be entered in any court having jurisdiction.
XIV.
Notices. Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement shall be in writing
and shall be personally delivered or sent by electronic mail or by mail (postage prepaid, return receipt requested) to the respective
addresses set forth on the signature page below. Either Party may change its address by giving the other Party written notice of its
new address.
XV.
Single Agreement. Borrower and Lender acknowledge that, and have entered into this Agreement in reliance on the fact that,
all Loans hereunder constitute a single business and contractual relationship and have been entered into in consideration of each other.
Accordingly, Borrower and Lender hereby agree that payments, deliveries, and other transfers made by either of them in respect of any
Loan shall be deemed to have been made in consideration of payments, deliveries, and other transfers in respect of any other Loan hereunder,
and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted. In addition,
Borrower and Lender acknowledge that any Collateral posted and pledged hereunder shall secured all Obligations. Lender shall monitor
and apply the Collateral in any manner it so elects and shall be under no duty to marshal any such Collateral.
XVI.
Entire Agreement. This Agreement, each exhibit referenced herein, and all Loan Confirmations constitute the entire Agreement
among the parties with respect to the subject matter hereof and supersede any prior negotiations, understandings and agreements with
respect to the subject matter of this Agreement. Nothing in this Section XVI shall be construed to conflict with or negate Section XV
above.
XVII.
Successors and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each
of the parties; provided, that each Party may not assign this Agreement or any rights or duties hereunder without the prior written consent
of the other Party hereto. For the avoidance of doubt, any and all claims and liabilities against BitGo Prime arising in any way out
of this Agreement are only the obligation of BitGo Prime, and not any of its parents or affiliates, including but not limited to BitGo
Holdings, Inc. and BitGo, Inc. The Parties agree that none of BitGo Prime’ parents or affiliates shall have any liability under
this Agreement nor do such related entities guarantee any of BitGo Prime’ obligations under this Agreement.
BitGo Master Loan Agreement 18
XVIII.
Severability of Provisions. Each provision of this Agreement shall be viewed as separate and distinct, and in the event that
any provision shall be deemed by an arbitrator or a court of competent jurisdiction to be illegal, invalid or unenforceable, the arbitrator
or court finding such illegality, invalidity or unenforceability shall modify or reform this Agreement to give as much effect as possible
to such provision. Any provision which cannot be so modified or reformed shall be deleted and the remaining provisions of this Agreement
shall continue in full force and effect.
XIX.
Counterpart Execution. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts,
each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute
but one and the same Agreement. Delivery of an executed counterpart of this Agreement by email or other electronic method of transmission
shall be equally as effective as delivery of an original executed counterpart of this Agreement.
XX.
Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed by the Parties, or by any third
party, to create the relationship of partnership or joint venture between the parties hereto, it being understood and agreed that no
provision contained herein shall be deemed to create any relationship between the parties hereto other than the relationship of Borrower
and Lender.
XXI.
Indemnification. Borrower shall indemnify, defend, and hold harmless BitGo Prime, and any of its parents or affiliates, from
and against any and all third-party claims, demands, losses, expenses and liabilities of any and every nature (including attorneys’
fees of an attorney of BitGo’s choosing to defend against any such claims, demands, losses, expenses and liabilities) that BitGo
may sustain or incur or that may be asserted against it arising out of or related to the activities contemplated by this Agreement, except
for any and all claims, demands, losses, expenses and liabilities arising out of or relating to BitGo Prime’s bad faith, gross
negligence or willful misconduct in the performance of its duties under this Agreement. Lender shall indemnify, defend, and hold harmless
Borrower, and any of its parents or affiliates, from and against any and all third-party claims, demands, losses, expenses and liabilities
of any and every nature (including attorneys’ fees of an attorney of Borrower’s choosing to defend against any such claims,
demands, losses, expenses and liabilities) that Borrower may sustain or incur or that may be asserted against it arising out of or related
to the activities contemplated by this Agreement, except for any and all claims, demands, losses, expenses and liabilities arising out
of or relating to Borrower’s bad faith, gross negligence or willful misconduct in the performance of its duties under this Agreement.
XXII.
Collection Costs. In the event Borrower fails to pay any amounts due or to return any Loaned Assets or upon the occurrence
of any Event of Default, Borrower shall, upon demand, pay to Lender all reasonable third party costs and expenses, including without
limitation, reasonable attorneys’ fees and court costs, exchange or trading fees, liquidation costs, and any other related fees
incurred by Lender in connection with the enforcement of its rights hereunder.
BitGo Master Loan Agreement 19
XXIII.
Term and Termination. The term of this Agreement shall commence on the date hereof for a period of one year, and shall automatically
renew for successive one-year terms annually, unless either Party provides notice of a desire to terminate the contract no less than
ten (10) days prior to the end of such one-year period. The foregoing notwithstanding, this Agreement may be terminated as set forth
in Section II(d) or upon thirty (30) days’ notice by either Party to the other; provided however, if there are any Loans outstanding
at the time either party sends a notice of termination pursuant to this Section XXIII such termination of this Agreement will not be
effective until all Loans are terminated pursuant to this Agreement without reference to this Section XXIII.
XXIV.
Miscellaneous. Whenever used herein, the singular number shall include the plural, the plural the singular, and the use of
the masculine, feminine, or neuter gender shall include all genders where necessary and appropriate. The section headings are for convenience
only and shall not affect the interpretation or construction of this Agreement. The Parties acknowledge that the Agreement and any Loan
Confirmation are the result of negotiation between the Parties which are represented by sophisticated counsel and therefore none of the
Agreement’s provisions will be construed against the drafter.
XXV.
Confidentiality. Each party agrees to maintain the confidentiality of all information received from the other party relating
to such other party or its business hereunder or pursuant hereto, including the existence and terms of this Agreement (the “Information”),
except that Information may be disclosed (a) to its and its affiliates’ directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority
having jurisdiction over such party (in which case the disclosing party agrees to inform the other party promptly of such disclosure,
unless such notice is prohibited by Applicable Law and except in connection with any request as part of a regulatory examination), (c)
to the extent required by the Applicable Law or regulations or by any subpoena or similar legal process (in which case the disclosing
party agrees to inform the other party promptly of such disclosure to the extent permitted by law and except in connection with a regulatory
examination of an audit or examination conducted by accountants), (d) in connection with the exercise of any remedies hereunder or any
other Loan Documents, (e) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee
of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, (f) with
the consent of the other party or (g) to the extent such Information (i) becomes publicly available other than as a result of a breach
of this Section XXV by such party or (ii) becomes available to such party on a non-confidential basis from a source other than the other
party or its affiliates or (iii) is independently developed by such party without use of the Information. Any person required to maintain
the confidentiality of the existence of this Agreement and Information as provided in this Section shall be considered to have complied
with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information
as such person would accord to its own confidential information. The provisions of this Section are continuing obligations of the parties,
their respective successors and assigns, and shall survive termination of this Agreement.
BitGo Master Loan Agreement 20
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the date written below:
BITGO PRIME,
LLC
By:
/s/
Chen Fang
Print Name:
Chen Fang
Title:
CRO
Date:
April 30, 2026
Address for notice:
BORROWER:
CEA Industries Inc.
By:
/s/ William
Brent Miller
Print Name:
William Brent Miller
Title:
CFO
Date:
April 30, 2026
Address for notice:
Borrower email:
BitGo Master Loan Agreement 21
EXHIBIT
A - AUTHORIZED AGENTS
[Omitted.]
Exhibit A to
Master Lending Agreement
(BitGo-Lender)
EXHIBIT
B - LOAN CONFIRMATION
[Omitted.]
Exhibit B to
Master Lending Agreement
(BitGo-Lender)
EX-10.2
EX-10.2
Filename: ex10-2.htm · Sequence: 3
Exhibit
10.2
SEVERANCE
AGREEMENT
This
Severance Agreement (the “Agreement”) is effective as of May 4, 2026 (the “Separation Date”)
and is entered into by and between CEA Industries, Inc., a Nevada corporation (the “Company”) and Anthony K.
McDonald (the “Executive”). The Company and the Executive are collectively referred to herein as the “Parties.”
The Parties have entered into an Executive Employment Agreement effective November 24, 2021 (the “Employment Agreement”)
and the Company hereby terminates Executive’s employment effective on the Separation Date pursuant to such Employment Agreement
as set forth herein. Terms not otherwise defined in this Agreement shall have the meaning set forth in the Employment Agreement.
TERMS
AND CONDITIONS
1.
Termination of Employment and Officer Status. The employment of Executive by the Company is hereby terminated effective on the
Separation Date, and such termination shall be treated as a termination of employment by the Company without Cause for purposes of the
Employment Agreement. Effective as of the Separation Date, Executive shall cease to serve in the position of President of the Company.
Accordingly, effective as of the Separation Date, Executive hereby resigns from all officer and other non-director positions he holds
with the Company and any of the Company’s subsidiaries or affiliates. While the Parties agree that such resignations are intended
to be self-effectuating, Executive further agrees to execute any documentation the Company determines necessary or appropriate to facilitate
such resignations.
2.
Cessation of Service on Board of Directors. Executive’s service as a member of the Board of Directors of the Company (the
“Board”), and as a member of the board of directors or other governing body of any Company subsidiary or affiliate,
shall cease immediately upon execution of this Agreement, and this Section 2 shall constitute a resignation notice for such purpose.
3.
Severance Payments. Subject to Executive’s execution and non-revocation of this Agreement, including the General Release
set forth below, and subject to Executive’s compliance with the terms and conditions of this Agreement and the Employment Agreement
except as specifically modified in this Agreement, the Company and Executive agree that the Severance Payments payable to Executive shall
be as set forth below rather than as set forth in Section 8(ii) or otherwise of the Employment Agreement: an aggregate of $250,000 payable
in substantially equal bi-weekly installments for twelve (12) months commencing with the first payroll period that immediately follows
the completion of both the Consideration Period (as defined in Section 6) and the Revocation Period (as defined in Section 6)
and concluding twelve (12) months thereafter, in accordance with the Company’s normal payroll practices. Executive shall not be
entitled to any pro rata or other portion of the Annual Bonus for 2026.
Executive
acknowledges and agrees that this Section 3 together with (i) Executive’s Base Salary through the Separation Date, (ii) the right
to continue health care benefits under the Consolidated Omnibus Reconciliation Act of 1985, as amended (COBRA), at Executive’s
sole cost, to the extent required and available by law, (iii) reimbursement of expenses for which Executive is entitled to be reimbursed
pursuant to the Employment Agreement, but for which Executive has not yet been reimbursed, and (iv) benefits under the 401(k) and health
benefit plan pursuant to such plans based on employment through the Separation Date, sets forth all of Executive’s rights with
respect to Section 8 of the Employment Agreement. In addition, the Company shall directly pay Executive’s reasonable legal fees
and costs actually incurred in connection with the negotiation of this Agreement in an amount not to exceed $10,000.
4.
Equity Awards. Executive is entitled to rights under equity awards as set forth in Appendix I. Executive acknowledges and agrees
that Appendix I hereto accurately and definitively sets forth his rights with respect to any equity awards.
5.
General Release of Claims.
(a)
Release by Executive. In consideration of the payments and benefits provided under this Agreement, the sufficiency of which Executive
expressly acknowledge, Executive, on behalf of himself and his heirs, executors, administrators, trustees, legal representatives, successors,
and assigns (all of the foregoing collectively, the “Releasing Parties”), hereby fully, finally, irrevocably,
and unconditionally releases, acquits, and forever discharges the Company, its parents, subsidiaries, affiliates, predecessors, successors,
and assigns, and each of their respective current and former directors, officers, shareholders, members, managers, employees, agents,
attorneys, insurers, and representatives, in their individual and official capacities (collectively, the “Company Released
Parties”), from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums
of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations,
liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature whatsoever, whether known or unknown,
suspected or unsuspected, matured or unmatured, contingent or fixed, at law or in equity, which any Releasing Party ever had, now has,
or hereafter can, shall, or may have against any Company Released Party, arising out of or relating to the employment or service of Executive
by the Company, from the beginning of time through the date of execution of this Agreement, including without limitation:
(i)
any and all claims arising out of or relating to the employment or service of Executive by the Company, or the termination thereof;
(ii)
any and all claims for unpaid or additional compensation, salary, consulting fees, bonuses, incentive compensation, equity, commissions,
severance, benefits, expense reimbursements, or remuneration of any kind whatsoever;
- 2 -
(iii)
any and all claims arising under any federal, state or local law, statute, regulation, or ordinance, including but not limited to any
claims under the Fair Labor Standards Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination
in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification
Act, the Employee Retirement Income Security Act, the Sarbanes-Oxley Act, the Uniformed Services Employment and Reemployment Rights Act,
the Colorado Anti-Discrimination Act; the Colorado Wage Act, Colorado’s Lawful Activities Statute, the Colorado Chance to Compete
Act, the Colorado Healthy Families and Workplaces Act, Colorado FAMLI, the Public Health Emergency Whistleblower Act, the Colorado Personnel
Files Employee Inspection Right Statute, the Colorado Job Application Fairness Act; the Colorado Labor Peace Act, the Colorado Labor
Relations Act, the Colorado Wage Act, any Colorado Overtime and Minimum Pay Standards Order, the Colorado Equal Pay Act, any other Colorado
Labor Statutes, or the Constitutions of the State of Colorado and the United States; provided, however, the identification of specific
statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general release
in any manner.
(iv)
any and all claims arising under common law, including without limitation claims for breach of contract (express or implied), breach
of the implied covenant of good faith and fair dealing, promissory estoppel, unjust enrichment, quantum meruit, wrongful termination,
retaliation, defamation, fraud, misrepresentation, negligence, intentional or negligent infliction of emotional distress, invasion of
privacy, or any other tort or quasi-tort claim;
(v)
any and all claims for injunctive relief, declaratory relief, or other equitable relief of any kind; and
(vi)
any and all claims for damages of any kind, including compensatory, consequential, punitive, or exemplary damages, attorneys’ fees,
costs, or disbursements.
Notwithstanding
the foregoing, this Release shall not apply to: (A) any rights or obligations arising under this Agreement, including the Company’s
payment obligations hereunder; (B) any rights of the Executive in his capacity as a stockholder of the Company; (C) indemnification rights
under the indemnification agreement dated as of November 2, 2025 between the Company and Executive (the “Indemnification
Agreement”); (D) any claims arising from events occurring after the date of execution of this Agreement; or (E) any other
claims that Executive cannot release as a matter of law (e.g., unemployment benefits, workers’ compensation benefits, or vested
benefits under the Company’s 401(k) or health benefit plans).
- 3 -
Executive
understands and agrees that this Release is intended to include all claims, if any, covered herein that Executive may have and not now
know or suspect to exist in Executive’s favor against any Company Released Party and that this Release extinguishes such claims.
Thus, Executive expressly waives all rights under any statute or common law principle in any jurisdiction that provides, in effect, that
a general release does not extend to claims which the releasing party does not know or suspect to exist in Executive’s favor at
the time of executing the release, which if known by Executive must have materially affected Executive’s settlement with the party
being released. The Parties agree that nothing contained herein, and no action taken by any Party hereto with regard to this Release,
shall be construed as an admission by any Party of liability or of any fact that might give rise to liability for any purpose whatsoever.
Executive
represents and warrants that he has not assigned, transferred, or purported to assign or transfer to any person or entity any claim or
portion thereof released herein, and that no other person or entity has any interest in any such claims. Executive further represents
and warrants that he is not aware of any claims against any Company Released Party other than those fully and finally released herein.
The
release set forth in this Section is intended to be as broad as the law permits, and Executive expressly waives any right to assert,
and covenant not to sue upon, any claim released herein. In addition to any other remedies available under applicable law, in the
event that Executive has committed, threatens to commit, and/or commits a breach of any term, condition, or covenant in this Agreement,
including, but not limited, to this covenant not to sue, Executive shall, to the extent permitted by applicable law, forfeit any remaining
Severance Payments, repay the gross monetary value of any previously paid Severance Payments, and further pay to the Company all of their
reasonable costs and expenses, including reasonable fees, incurred in enforcing the terms of this Agreement and/or defending any action(s).
The Parties agree that such repayment is reasonable in light of the damages that the Company would incur and is not a penalty.
(b)
Exclusions. Notwithstanding the foregoing, nothing in this Section shall release any Party from obligations expressly set forth
in this Agreement, or release any claims that cannot be waived as a matter of applicable law, including the right to file a charge with
a government agency (though each Party waives the right to any monetary recovery in connection therewith to the fullest extent permitted
by law).
- 4 -
6.
Review of Release and Agreement. Executive agrees and acknowledges that he has been given a reasonable and sufficient period of
time to consider this Agreement before signing, that he has been advised to consult with an attorney of his choice prior to executing
this Agreement and has done so to the extent he deemed appropriate, and that he enters into this Agreement knowingly, voluntarily, and
of his own free will. Executive agrees and acknowledges that Executive: (i) understands the language used in this Agreement and the Agreement’s
legal effect; (ii) is specifically releasing all claims and rights under the Age Discrimination in Employment Act, as amended, 29 U.S.C.
Section 621 et seq. (“ADEA”); (iii) will receive compensation under this Agreement to which Executive would
not have been entitled without signing this Agreement; (iv) has been advised by the Company to consult with an attorney and has had an
opportunity to consult with an attorney before signing this Agreement; and (v) was given at least twenty-one (21) days to consider whether
to sign this Agreement (the “Consideration Period”). For a period of seven (7) days immediately after Executive
signs this Agreement (the “Revocation Period”), Executive may, in Executive’s sole discretion, rescind
this Agreement by delivering a written notice of rescission to David Namdar at namdar@ceaindustries.com. If Executive rescinds this Agreement
within the Revocation Period, or if Executive does not sign this Agreement by May 25, 2026, which is no less than twenty-one (21) days
after this Agreement was provided to Executive, this Agreement shall be void, all actions taken pursuant to this Agreement shall be reversed,
and neither this Agreement nor the fact of or circumstances surrounding its execution shall be admissible for any purpose whatsoever
in any proceeding between the Parties, except in connection with a claim or defense involving the validity or effective rescission of
this Agreement. Executive and the Company agree that changes to this Agreement, whether material or immaterial, do not restart the running
of the Consideration Period, as permitted under applicable law. If Executive does not rescind this Agreement within the Revocation Period,
this Agreement shall become final and binding and shall be irrevocable.
7.
Exceptions. Notwithstanding anything in this Agreement or the Employment Agreement that could be construed to the contrary, nothing
in this Agreement or the Employment Agreement shall limit the ability of the Company or Executive (or their respective attorneys) to
initiate communications directly with, respond to any inquiry from, volunteer information to, or provide testimony before the Securities
and Exchange Commission, the Department of Justice, any regulatory or self-regulatory organization, or any other governmental, law enforcement,
or regulatory authority, regarding this Agreement or the Employment Agreement and its underlying facts and circumstances, or any reporting
of, investigation into, or proceeding regarding suspected violations of law, and that, in each case, no such person is required to advise
or seek permission from the Company before or after engaging in any such activity. Each of the Parties further acknowledges that, in
connection with any such activity described above, the Company and Executive must inform such authority of the confidential nature of
any confidential information that it provides, and it is not permitted to disclose any information that is protected by the attorney-client
privilege or any other privilege belonging to the Company, as the Company does not waive and intends to preserve such privileges. Each
Party is hereby notified that, pursuant to federal law (the Defend Trade Secrets Act), an individual shall not be held criminally or
civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is (i) made in confidence to a federal,
state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating
a suspected violation of law; or (ii) made in a complaint or other document filed in a lawsuit or other proceeding if such filing is
made under seal. Further, nothing in this Agreement or the Employment Agreement prohibits the Company or Executive from testifying truthfully
in an administrative, legislative or judicial proceeding when compelled by law or from providing documents pursuant to a court order,
subpoena, or other compulsory legal process, provided that the Company or Executive (unless prohibited by law) first provides the Company
or the Executive, as applicable, with prior notice of such legal compulsion to afford such person an opportunity to seek a protective
order preventing or limiting such disclosure. In addition, nothing in this Agreement prevents the Company or Executive from discussing
or disclosing information about any alleged discriminatory or unfair employment practice, and Executive represents and warrants that
Executive is not aware of any such alleged discriminatory or unfair employment practice. Employee hereby understands, acknowledges, and
agrees that this Agreement does not contain a “nondisclosure provision” as that term is defined under Colorado law, C.R.S.A.
§ 24-34-407. Further, the Company shall not be restricted from making truthful statements with respect to the Executive when required
by law, including, without limitation, the Company’s obligations with respect to filings with the Securities and Exchange Commission
or other applicable authorities.
- 5 -
8.
Non-Assistance to Litigants. Executive agrees that he will not aid, advise or otherwise assist any competitor or potential competitor
of the Company, current or prospective stockholder or other investor in the Company, litigant or potential litigant against the Company
(each, a “Potential Adverse Party” and, for the avoidance of doubt, this defined term excludes any governmental or
regulatory authority) in asserting, prosecuting, or defending any claim, or making any other demands, against the Company, or in taking
any actions to influence the management or directors of the Company, and, further, Executive shall promptly notify the Company if, at
any time within the twelve (12) month period following the Separation Date, Executive is approached by any Potential Adverse Party to
provide assistance concerning any such matters; provided, however, that the preceding language shall not limit Executive’s ability
to (i) make truthful statements or disclosures that are required by applicable law, regulation or legal process; (ii) request or receive
confidential legal advice; (iii) cooperate, participate, or file charges with any federal, state or local government agency; (iv) report
suspected violations of law; (v) enforce this Agreement or any other agreement between Executive and the Company or (vi) exercise Executive’s
rights as a stockholder of the Company.
9.
Confidentiality. Executive agrees that the facts and matters giving rise to this Agreement (collectively, “Separation
Information”) are and shall remain confidential to the maximum extent permitted by applicable law. Executive shall not, directly
or indirectly, discuss, disclose, or publish the Separation Information to anyone, in any forum, through any means. Executive may disclose
the Separation Information as permitted in Section 7 of this Agreement. Only if compelled by lawful court order or subpoena may Executive
otherwise disclose the Separation Information. Executive may not utilize others to disclose the Separation Information on Executive’s
behalf, and Executive may not post, blog, use social media, or otherwise participate in or contribute to any book, article, interview,
podcast, or other media that would result in the disclosure of Separation Information. Nothing in this Section 9 shall prohibit Executive
from publicly stating or discussing his dates of employment with the Company, the positions he held while employed, and a general description
of his duties and accomplishments and the general fact that the Parties separated on mutually agreeable terms. The press release regarding
Executive’s termination of employment, cessation of Board service and this Agreement shall be subject to Executive’s review
and reasonable comment.
- 6 -
10.
Section 409A; Mitigation of Application of Code Section 280G and Code Section 4999; Successors and Assigns; Alternate Dispute Resolution;
Governing Law; Miscellaneous; Activity Restrictions; Executive Covenants. The Company and Executive agree that the provisions of
Section 10 (Section 409A), Section 11 (Mitigation of Application of Code Section 280G and Code Section 4999), Section 13 (Successors
and Assigns), Section 14 (Alternative Dispute Resolution) and Sections 15(iii) (Waiver), (iv) (Construction), (v) (Notices), (vii) (Governing
Law), (viii) (Equitable Relief), (ix) (Cooperation in Future Matters), (x) (Withholding), (xi) (Survival) and (xii) (Execution and Counterparts)
of the Employment Agreement shall apply to this Agreement. The Company and Executive also agree that except as specifically modified
by this Agreement, Section 12 (Activity Restrictions; Executive Covenants) including, without limitation, Section 12(ix) (Non-Disparagement)
shall continue to apply as though included in this Agreement.
11.
Employment Agreement and Other Agreements. The non-competition provision of Section 12(vii) of the Employment Agreement is waived,
released and of no further force or effect as to Executive. To the extent that there is any conflict between the terms and conditions
set forth in this Agreement and the terms and conditions of the Employment Agreement, the terms and conditions of this Agreement shall
control. All terms of the Employment Agreement that are not specifically modified by this Agreement shall remain in full force and effect.
In addition, nothing in this Agreement supersedes or replaces any other obligation Executive has to the Company or any of its subsidiaries
or affiliates including, without limitation, with respect to cooperation, nondisparagement, confidentiality, non-disclosure or the assignment
of intellectual property rights, which obligations and agreements remain in full force and effect. This Agreement (including Appendix
1 thereto) and the Employment Agreement constitute the entire agreement with respect to the subject matter hereof, and shall supersede
any prior or contemporaneous oral or written agreements, understandings or communications or past courses of dealing between Company
and Executive with respect to the subject matter hereof. In the event of a conflict between Appendix I of this Agreement and any award
agreements, the terms of Appendix I of this Agreement shall control. Notwithstanding the foregoing, this Agreement does not supersede,
amend, replace, or limit the Indemnification Agreement, which shall remain in full force and effect in accordance with its terms.
12.
Captions; Interpretation. All captions and headings in this Agreement are for the purposes of reference and convenience only,
and shall not limit or expand the provisions of this Agreement. This Agreement shall be deemed to have been drafted by all Parties and,
in the event of a dispute, no Party hereto shall be entitled to claim that any provision should be construed against any other Party
by reason of the fact that it was drafted by one particular Party.
SIGNATURES
ON FOLLOWING PAGE
- 7 -
IN
WITNESS WHEREOF, the Parties or authorized representatives thereof have duly executed this Agreement as of the Separation Date.
COMPANY:
By:
/s/
David Namdar
Name:
David Namdar
Title:
Chief Executive Officer
EXECUTIVE:
/s/
Anthony K. McDonald
Anthony K. McDonald
- 8 -
APPENDIX
I
[Omitted.]
- 9 -
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 4
Exhibit 99.1
PRESS
RELEASE
CEA
Industries Announces Board Composition Change
Tony
McDonald resigns from the Board and as President of the Company
Louisville,
CO, May 6, 2026 — CEA Industries Inc. (Nasdaq: BNC) (“BNC” or the “Company”), a growth-oriented
company focused on managing the world’s largest corporate treasury of BNB, today announced that Tony McDonald has resigned from
the Board and as President of the Company. Carly E. Howard has been named Chair of the Board of Directors, effective immediately.
“It
has been a privilege to serve as Chairman and President through a period of significant transformation for the Company, and I wish the
Company every success into the future,” said Tony McDonald, outgoing Chairman, CEA Industries.
“On
behalf of the Board, I want to thank Tony McDonald for his contributions to the Company. I look forward to continuing to work with the
Board and management team as we focus on strong governance and disciplined execution in the next phase of growth,” added Carly
E. Howard, Chair, CEA Industries.
Ms.
Howard has served as an Independent Non-Executive Director of BNC since October 2025. She brings more than two decades of experience
spanning corporate law, fund governance, and digital asset regulation to the position. Her appointment continues the Board’s program
of governance strengthening, which has included the addition of Annemarie Tierney and Glenn Tyranski as Independent Directors and the
appointment of Brent Miller as Chief Financial Officer. The Board remains focused on delivering long-term value for all BNC stockholders.
About
CEA Industries Inc.
CEA
Industries Inc. (Nasdaq: BNC) is a growth-oriented company that has focused on building category-leading businesses in consumer markets,
including building and managing the world’s largest corporate treasury of BNB.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements.” The statements in this press release that
are not purely historical are forward-looking statements which involve risks and uncertainties. BNC wishes to caution readers that these
forward-looking statements may be affected by the risks and uncertainties in BNC’s business as well as other important factors
that may have affected and could in the future affect BNC’s actual results and could cause BNC’s actual results for subsequent
periods to differ materially from those expressed in any forward-looking statement made by or on behalf of BNC. In evaluating these forward-looking
statements, readers should consider various risk factors, including BNC’s ability to keep pace with new technology and changing
market needs; BNC’s ability to finance its current business and proposed future business, including the ability to finance the
continued acquisition of BNB; the competitive environment of BNC’s business; and the future value and adoption of BNB. Forward-looking
statements are subject to numerous conditions and risks, many of which are beyond BNC’s control. In addition, these forward-looking
statements and the information in this press release are qualified in their entirety by cautionary statements and risk factor disclosures
contained in BNC’s filings with the SEC. Copies of BNC’s filings with the SEC are available on the SEC’s website at
www.sec.gov. BNC undertakes no obligation to update these statements for revisions or changes after the date of this press release, except
as required by law.
CEA
Industries Media Inquiries:
Edelman
Smithfield
CEA@edelmansmithfield.com
CEA
Industries Investor Relations:
james@haydenir.com
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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
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- Definition
Address Line 1 such as Attn, Building Name, Street Name
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Address Line 2 such as Street or Suite number
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- Definition
Name of the City or Town
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- Definition
Code for the postal or zip code
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- Definition
Name of the state or province.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Indicate if registrant meets the emerging growth company criteria.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
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No definition available.
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- Definition
Two-character EDGAR code representing the state or country of incorporation.
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No definition available.
+ Details
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
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Local phone number for entity.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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Name of the Exchange on which a security is registered.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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-Number 240
-Section 14a
-Subsection 12
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Trading symbol of an instrument as listed on an exchange.
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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