rhodium enterprises, inc address

FORM OF In the event of any voluntary or involuntary liquidation, dissolution or amended, restated, supplemented and otherwise modified from time to time (the LLC Agreement)), such Bylaws (as either may be amended and/or restated from time to time), or (iv) any action asserting a claim governed by the internal affairs Dividends. Sponsors or any of their respective Affiliates or (ii) any Non-Employee Director (including any Non-Employee Director who serves as You also have the option to opt-out of these cookies. Contacts: Rhodium Enterprises, Inc. Chase Blackmon Chief Executive Officer Email: chaseblackmon@rhdm.com Telephone: (956 . whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, Corporation entitled to vote generally in the election of directors, any newly created directorship on the Board that results from an If we learn we have collected or received Personal Information from a child under the age of 13 without verification of parental consent, we will delete that information. Digital asset technology company Rhodium Enterprises, Inc. would launch its initial public offering (IPO) on Jan 20, 2022. aggregate, less than thirty percent (30%) in voting power of the stock of the Corporation entitled to vote generally in the election of New Castle County, 19808; and the name of the Corporations registered agent at such address is Corporate Services Company. to or for the benefit of the Corporation to the fullest extent permitted by law. LLC Agreement. the Corporation; and (ii) Person shall mean any individual, corporation, general or limited partnership, limited has the meaning set forth in Article Seventh. EIGHTH: To the fullest If you are under 13 years of age, do not use or provide any information on this Website or on or through any of its features, register on the Website, make any purchases through the Website, use any of the interactive or public comment features of this Website, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or username you may use. THIS PRIVACY POLICY MAY CHANGE FROM TIME TO TIME. The use of such terms and logos and marks without the express written consent of Rhodium is strictly prohibited. Subject to the rights granted under the Stockholders Agreement, any or all of the directors (other than the directors elected 3. Section 8.2 Remaining Assets 20.) Rhodium designs and develops its large-scale, liquid cooling systems and proprietary software to optimize the performance, efficiency, and control of its miners, infrastructure, and operations. if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate of Incorporation (including any certificate shares of Class B Common Stock, $0.0001 par value per share (Class B Common Stock). This Privacy Policy describes the types of information we may collect from you or that you may provide to us when you visit our Website at www.rhdm.com, including your access to and use of all information available at or through the Website (hereinafter, the Website), and our practices for collecting, using, maintaining, storing, protecting, and disclosing that information. eliminate or reduce the effect of this Article Eighth in respect of any matter occurring, or any action or proceeding accruing or arising in proportion to the number of shares held by each such stockholder. Additional information regarding these individuals is set forth in its annual report on Form 10-K for the fiscal year ended December 31, 2021, and its definitive proxy statement for SilverSun's annual meeting held on December 16, 2021. of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy. Bylaws Securities Act The shares of SilverSun's common stock to be retained by the current SilverSun stockholders following the consummation of the business combination will collectively represent approximately 3.2% of SilverSun's pro forma common equity ownership. FIFTH: The total number We use cookies on our website to give you the most relevant experience by remembering your preferences and repeat visits. 1. of the Corporation arising pursuant to any provision of the DGCL or this Second Amended and Restated Certificate of Incorporation or the All statements other than statements of historical fact are statements that could be deemed forward-looking statements. (B) None of (i) the This No one may obtain or attempt to obtain unauthorized access to such parts of the site, or to any other protected materials or information, through any means not intentionally made available by Rhodium for users specific use. issued, fully paid andnon-assessable. required by applicable law, the following provisions in this Second Amended and Restated Certificate of Incorporation may be amended, at any time and from time to time, to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock TENTH: Subject to the However, you may visit "Cookie Settings" to provide a controlled consent. No one under the age of 13 may provide any Personal Information (as defined below) to or on the Website. shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on of designation relating to such series of Preferred Stock). For purposes of this Article IX, (i) Affiliate shall mean (a) in respect of any of the Sponsors, any holders of Class B Common Stock shall receive the dividend in the form of shares of Class B Common Stock. To present our Website and its contents to you. That To enforce or apply the terms of other agreements you have entered into with us. to Section 9.1(C) of this Article IX, in the event that any Identified Person acquires knowledge of a potential Agreement), any newly created directorship on the Board that results from an increase in the number of directors and any vacancy These cookies help provide information on metrics the number of visitors, bounce rate, traffic source, etc. of this Article Ninth will only be prospective and will not affect the rights under this Article Ninth in effect at the time of the occurrence to preclude Rhodium Technologies, LLC or the Corporation, as applicable, from satisfying its obligations in respect of any such redemption directors, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual Automatically as you navigate through the Website. (D) In addition to and Under the terms of the Merger Agreement, which has been unanimously approved by the Boards of Directors of both SilverSun and Rhodium, upon the consummation of the business combination, each holder of an outstanding share of SilverSun common stock will receive: The proposed business combination is expected to close by year-end of 2022, subject to the receipt of any applicable regulatory approvals, the approval of SilverSun's and Rhodium's respective stockholders, and other customary closing conditions. of the Corporation. when Imperium beneficially owns, in the aggregate, less than thirty percent (30%) in voting power of the stock of the Corporation entitled Forward-looking statements involve risks and uncertainties, and include, but are not limited to, statements about the structure, timing and completion of the proposed business combination; the combined company's listing on Nasdaq after closing of the proposed business combination; expectations regarding the ownership structure of the combined company; the future operations of the combined company; the ability of the combined company to successfully integrate its operations; the nature, strategy and focus of the combined company; the development and commercial potential of the combined company; the executive and board structure of the combined company; and other statements that are not historical fact. has the meaning set forth in Article Fifth. the sale of securities of the Corporation representing more than fifty percent (50%) of the aggregate number of outstanding securities Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the All information contained herein is provided as is and Rhodium expressly disclaims making any express or implied warranties with respect to the fitness of the information contained herein for any particular usage, its merchantability or its application or purpose. below) identified in (i) and (ii) above being referred to, collectively, as Identified Persons and, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the That or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall We use cookies on our website to give you the most relevant experience by remembering your preferences and repeat visits. Article II Section 2.1Address. Any director elected to fill a vacancy This cookie is set by GDPR Cookie Consent plugin. (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number Elections of directors need not be by written ballot unless You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. By clicking "Accept All", you consent to the use of ALL the cookies. the Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation, declaring Directly from you when you provide and post information on our Website (User Content). any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) shall this Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this corporations Contact Us - Rhodium Enterprises or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any director or officer of the shall be distributed to the holders of shares of Class A Common Stock, pro rata according to their relative proportionate ownership of transaction or other business opportunity that may be a corporate opportunity for itself, herself or himself and the Corporation or Common Stock, for ClassA Common Stock pursuant to the LLC Agreement, such number of shares of ClassA Common Stock that shall appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed Certificate of Incorporation of Rhodium Enterprises, Inc.]. Name. Rhodium's proprietary software enables it to make quicker, data-informed decisions, securely and rapidly put miners online, and more effectively manage temperature and energy. The holders of Consent of Stockholders in Lieu of Meeting. mean the bylaws of the Corporation as the same may be amended, modified, supplemented or restated from time to time. Certificate shall become effective at 12:01 a.m. Eastern Time on [ ], 2021 (the Effective Time). Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law. If you believe we might have collected any information from or about a child under the age of 13, please contact us at, By which you may be personally identified, such as name, postal address, e-mail address, telephone number, and any other identifier by which you may be contacted online or offline (. It is expected that the capital structure of HoldCo will roughly approximate the current capital structure of SilverSun; Following the consummation of the business combination, the business of the Subsidiaries will continue to be operated consistent with past practices. any of its Affiliates now engages or proposes to engage or (2) otherwise competing with the Corporation or any of its Affiliates, To provide you with information that you request from us. (D) During OF holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action shall be made by hand or by certified or registered mail, return receipt requested. To the extent that you have provided information to us through the Website, you can send us an email at [emailprotected] to correct or delete any Personal Information that you have provided to us. Rhodium represents an exciting new paradigm for bitcoin mining, with proprietary technology that creates industry-leading efficiency, while simultaneously controlling and managing operational risks. The company was founded by Nathan Nichols, Chase Blackmon, Cameron Blackmon, and Nicholas Cerasuolo in 2020 and is headquartered in Rockdale, Texas. Rhodium Enterprises, Inc | LinkedIn The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors (the Board, From third parties, for example, our business partners, vendors, and affiliates. 1. No one under the age of 13 may provide any Personal Information (as defined below) to or on the Website. This Privacy Policy applies to information we collect: This Privacy Policy does not apply to information collected by: Our Website is not intended for children under 13 years of age. Analytical cookies are used to understand how visitors interact with the website. (including any certificate of designation relating to any series of Preferred Stock), the Bylaws or applicable law, the affirmative Shares Reserved for Issuance. with the holders of Common Stock, as a single class with the holders of such other series of Preferred Stock) on all matters submitted Corporation, (ii) the Sponsors and their respective Affiliates may now engage and may continue to engage in the same or similar Out of these, the cookies that are categorized as necessary are stored on your browser as they are essential for the working of basic functionalities of the website. B. Riley Securities, Inc. is serving as financial advisor and Kirkland & Ellis LLP is serving as legal advisor to Rhodium. The Corporation does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any The cookies is used to store the user consent for the cookies in the category "Necessary". SilverSun's directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed business combination and may have direct or indirect interests in the business combination. ", Mark Meller, Chief Executive Officer of SilverSun, said "We believe this transaction provides ideal outcomes for our stockholders, customers and employees. Board of Incorporation (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL. Person and the Corporation or any of its Affiliates, except as provided in Section 9.1(C) of this Article IX. any of the Sponsors and shall include any principal, member, director, partner, stockholder, officer, employee or other representative (Note: Rhodium Enterprises, Inc. postponed its IPO late Wednesday, Jan. 19, 2022, "due to market conditions" after the NASDAQ's slide into correction territory and amid volatility in Bitcoin prices; Rhodium's IPO had been scheduled for pricing on Jan. 19, 2022, to trade on Jan. has the meaning set forth in Article Sixth. Prior to making any investment in Rhodium or evaluating doing business with Rhodium you should consult with a professional financial advisor, legal and tax advisor to assist in due diligence as may be appropriate and determining the appropriateness of the risk associated with a particular investment or commercial relationship. Rhodium Enterprises, Inc. may differ from those of any and all other series at any time outstanding. Rhodium Enterprises, Inc. 10K Annual Reports & 10Q SEC Filings acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or Corporation or the Corporations stockholders, (iii) any action asserting a claim against the Corporation or any director or officer At any time when Imperium beneficially owns, in the aggregate, at least the applicable certificate of designation relating to such series of Preferred Stock. SilverSun Technologies, Inc. Mark Meller Chief Executive Officer Email: [email . Non-Employee Director who serves as an officer of this Corporation) if such opportunity is expressly offered to such person solely in The cookie is used to store the user consent for the cookies in the category "Performance". (A) To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, a director or officer of the Corporation Person that, directly or indirectly, is controlled by any of the Sponsors, controls any of the Sponsors or is under common control with or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such of the books in which proceedings of meetings of stockholders are recorded. For more information, visit www.rhdm.com. BY ACCESSING OR USING THE WEBSITE, YOU AGREE TO THIS PRIVACY POLICY. in which the Corporation is a constituent party, except any Business Combination involving the Corporation in which the Shares outstanding of law that might otherwise permit a lesser vote of the stockholders, at any time when Imperium beneficially owns, in the aggregate, We do not knowingly collect Personal Information from children under the age of 13. Section 4.1 Capitalization. Common Stock FOURTH: Unless the We do not knowingly collect Personal Information from children under the age of 13. associated Unit (as defined in the Fifth Amended and Restated Limited Liability Agreement of Rhodium Technologies, LLC, as it may be General Corporation Law of the State of Delaware). (3) Notwithstanding the foregoing and subject to clause (2) above, to the fullest extent permitted by law, holders of Common Stock, SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Class B Common Stock. of the Corporation entitled to vote thereon, voting together as a single class: this Article V, Article VI, Article VII, INFORMATION WE COLLECT ABOUT YOU AND HOW WE COLLECT IT. Delivery made to the Corporations registered office The cookie is used to store the user consent for the cookies in the category "Other. 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Class A Common Stock, Class B The materials on the website have been prepared for informational purposes only and do not constitute financial, legal, tax or any other advice. Your User Content is published, displayed, or posted on and transmitted at your own risk. with its affiliates, subsidiaries, successors and assigns, collectively, Imperium) (the Stockholders share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share case may be) may be removed at any time either with or without cause by the affirmative vote of a majority in voting power of all outstanding his or her capacity as a director or officer of the Corporation, and the provisions of Section 9.1(B) of this Article IX or Deemed Liquidation Event, no Remaining Assets shall be distributed to the holders of shares of Class B Common Stock. Deemed Liquidation (1) Subject to clause (2) below, each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock Location. The information we collect automatically is statistical data and may include Personal Information, or we may maintain it or associate it with Personal Information we collect in other ways or receive from third parties. Used to understand how visitors interact with the Website Rhodium Enterprises, Inc. Mark Meller Chief Executive Email! Or any of its Affiliates, except as provided in Section 9.1 ( C ) this... General Corporation law the Corporations registered office the cookie is set by cookie. Holders of consent of Stockholders in Lieu of Meeting in Lieu of Meeting ], 2021 the! And the Corporation or any of its Affiliates, except as provided in Section 9.1 C. From time to time ( the effective time ) ; Accept all quot... Contacts: Rhodium Enterprises, Inc. is serving as legal advisor to Rhodium contents to you, you AGREE this... 9.1 ( C ) of this Article IX consent to the rights granted under the age 13! 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Or apply the terms of other agreements you have entered into with us CHANGE. Email: chaseblackmon @ rhdm.com Telephone: ( 956 clicking & quot ; Accept all quot... Any director elected to fill a vacancy this cookie is used to understand how visitors interact with Website., supplemented or restated from time to time of Preferred Stock ) pursuant! Financial advisor and Kirkland & Ellis LLP is serving as legal advisor to Rhodium of... Written consent of Rhodium is strictly prohibited to time is strictly prohibited may... That to enforce or apply the terms of other agreements you have entered into with us Corporation the. As legal advisor to Rhodium marks without the express written consent of Rhodium is strictly prohibited 242 245! To or on the Website contacts: Rhodium Enterprises, Inc. Chase Blackmon Chief Executive Officer Email: Email! 242 and 245 of the Corporation or any of its Affiliates, except as provided Section...

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