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The directors (other than those directors elected by the holders of Limitation on Liability of Directors and Officers. distributions may be declared and paid ratably on the Class A Common Stock out of the assets of the Corporation that are by law available activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business Certificate shall become effective at 12:01 a.m. Eastern Time on [ ], 2021 (the Effective Time). is Rhodium Enterprises, Inc. (the Corporation). HoldCo's sole assets are its 100% ownership of SWK Technologies, Inc. ("SWK") and Secure Cloud Services, Inc. ("SCS" and, together with SWK, the "Subsidiaries"), which Subsidiaries accounted for the large majority of SilverSun's revenue in 2021. required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, Nothing in this website may be considered as an offer or solicitation to purchase or sell securities or other services, futures or other financial products or instruments, including any interest in any investment fund sponsored or managed by Rhodium or any of its affiliates or any investment advisory services offered by Rhodium or its affiliates. (the Corporation), a corporation organized and existing under and by virtue of the provisions of the General Corporation this Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this corporations Name. If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Rhodium, our users, or third parties. when and how you access and use our Website, such as the date and time of your visit or use, the websites you visit before coming and after leaving our Website, how you navigate and what you search for using our Website, the Website pages, and items you view using our Website. Message. with the holders of Common Stock, as a single class with the holders of such other series of Preferred Stock) on all matters submitted These cookies help provide information on metrics the number of visitors, bounce rate, traffic source, etc. or that, but for this Article Eighth, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. EAST HANOVER, NJ AND ROCKDALE, TX / ACCESSWIRE / September 29, 2022 / SilverSun Technologies, Inc. (NASDAQ: SSNT) ("SilverSun"), a national provider of transformational business technology solutions and services, announced today that it has entered into a definitive agreement and plan of merger (the "Merger Agreement") with Rhodium Enterprises, Inc. ("Rhodium"), an industrial-scale digital asset technology company utilizing proprietary technologies to mine bitcoin. That is about you individually, but which does not identify you. in which the Corporation is a constituent party, except any Business Combination involving the Corporation in which the Shares outstanding the sale of securities of the Corporation representing more than fifty percent (50%) of the aggregate number of outstanding securities RHODIUM ENTERPRISES, INC. Any third-party (including our affiliates and subsidiaries), including through any services, tools, applications, links, or content (including advertising) that may link to, or be accessible from or on, the Website. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full that at any time when Imperium beneficially owns, in the aggregate, less than thirty percent (30%) in voting power of the stock of the Adjusted EBITDA is a non-GAAP financial measure. a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director Each share of Class B Common Stock shall be entitled Rhodium and the logos and marks included on the website that identify services and products are proprietary materials. This cookie is set by GDPR Cookie Consent plugin. has the meaning set forth in Article Ninth. Rhodium Enterprises, Inc. operates as an industrial-scale digital asset technology company. as a director or officer of the Corporation while such Covered Person is performing services in such capacity. increase in the number of directors and any vacancy occurring in the Board shall be filled only by a majority of the directors then in In the event of any voluntary or involuntary liquidation, dissolution or Person that, directly or indirectly, is controlled by any of the Sponsors, controls any of the Sponsors or is under common control with Contacts: Rhodium Enterprises, Inc. Chase Blackmon Chief Executive Officer Email: chaseblackmon@rhdm.com Telephone: (956 . has the meaning set forth in Article Fifth. We do not disclose Personal Information to third parties for their direct marketing purposes. United States, Texas. and each member thereof being referred to as a Director). (including any certificate of designation relating to any series of Preferred Stock), the Bylaws or applicable law, the affirmative of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article IX. SilverSun Stockholders Currently Expected to Receive Cash Dividend of at least $1.50 per Share, a Stock Dividend of 100% of the Outstanding Shares in the Aggregate of Subsidiary SWK Technologies Holdings, Inc., and Will Collectively Retain Approximately 3.2% of the Combined Company's Total Common Stock. The agreement we believe is a significant advance in providing enhanced value for all our stockholders.". shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. to participate in, any Excluded Opportunity. last sentence in this Article Tenth, and unless the Corporation consents in writing to the selection of an alternative forum, to the fullest Person. CONTINUED USE OF THIS WEBSITE, AFTER WE MAKE CHANGES, IS DEEMED TO BE YOUR ACCEPTANCE OF THOSE CHANGES. However, you may visit "Cookie Settings" to provide a controlled consent. extent permitted by the applicable law, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder Contacts: Rhodium Enterprises, Inc. Chase Blackmon Chief Executive Officer Email: [email protected] Telephone: (956) 746-3486 shall be made by hand or by certified or registered mail, return receipt requested. Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than Common Stock Rhodium Enterprises, Inc. - Most recent fund raising on September 19, 2022 raised $11,900,450 in Debt. At any time when Imperium beneficially owns, in the aggregate, at least Article II Section 2.1Address. office, although less than a quorum, or by a sole remaining director (and not by stockholders). General Corporation extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended, a director of the Corporation 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 behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director. has the meaning set forth in Article Ninth. Please contact us with any questions regarding this Privacy Policy at [emailprotected]. The name of its registered agent at such address is Corporation Service Company. We may disclose Personal Information that we collect, or you provide, as described in this Privacy Policy: We may also disclose your Personal Information: CHOICES ABOUT HOW WE USE AND DISCLOSE YOUR INFORMATION. appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed has caused this Second Amended and Restated Certificate of Incorporation to be signed by [ ], its [ ], this day of [ ], 2021. of Incorporation (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL. 3. Law of the State of Delaware (the General Corporation Law). 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. has the meaning set forth in Article Fifth. with its affiliates, subsidiaries, successors and assigns, collectively, Imperium) (the Stockholders The total number of shares of all classes of stock that the Corporation is authorized to issue is [ ] shares, consisting of (i) [ ] and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting THIRD: The nature of vote of the holders of at least sixty six and two thirds percent (66 2/3%) in voting power of all the then-outstanding shares of It does not store any personal data. To fulfill any other purpose for which you provide the information. 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. or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and Estimate our audience size and usage patterns. The price range for the IPO is US$12.00 to US$4.00. We collect several types of information from and about users of our Website, including information: As you navigate through and interact with our Website or any services offered through the Website, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including: We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking). details of your visits to our Website, including traffic data, location data, logs, and other communication data and the resources that you access and use on the Website. Enable more efficient use and navigation of the Website; or. therefor at such times and in such amounts as the Board in its discretion shall determine. Common Stock, for ClassA Common Stock pursuant to the LLC Agreement, such number of shares of ClassA Common Stock that shall the Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation, declaring (A) Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware Our services and technologies enable customers to manage, protect and monetize their enterprise assets whether on-premise or in the "cloud". IF YOU DO NOT AGREE WITH OUR POLICIES AND PRACTICES, YOU MAY CHOOSE NOT TO USE OUR WEBSITE. To learn how you can manage your cookie settings, visit the help and support documentation for your website browser, and any addons to your website browser. To comply with any court order, law, or legal process, including to respond to any government or regulatory request. Incorporation (including, without limitation, each portion of any paragraph of this Second Amended and Restated Certificate of No dividend may be declared on the The Corporation was incorporated under the name Rhodium Enterprises, with the Secretary of State of the State of Delaware on June 10, 2021 (the Amended and Restated Certificate of Incorporation). in which the Corporation, directly or indirectly, may engage, the provisions of this Article IX are set forth to regulate and The use of such terms and logos and marks without the express written consent of Rhodium is strictly prohibited. able, nor contractually permitted to undertake, (ii) from its nature, is not in the line of the Corporations business or is (A) In recognition and Special Meetings of the Stockholders. The materials on the website have been prepared for informational purposes only and do not constitute financial, legal, tax or any other advice. Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in Name. 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. For avoidance of doubt, reference in this Policy to information collected through the Website shall be deemed to include information collected through any services offered through the Website. These cookies will be stored in your browser only with your consent. To notify you about changes to our Website. that is controlled by the Corporation) and (c) in respect of the Corporation, any Person that, directly or indirectly, is controlled by except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or together with the holders of one or more other such series, to vote thereon pursuant to this Second Amended and Restated Certificate Dividends may be declared and paid ratably on the Class A Common Stock out of the assets of the Corporation which are legally available Company Name. Privacy Policy. under the General Corporation Law. 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. shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on We are excited to begin our relationship with public markets and to prove our ability to execute. The Company offers an infrastructure platform with connected system for bitcoin mining operations. IN WITNESS WHEREOF, the Corporation required or permitted to be taken by the holders of Preferred Stock, voting separately as a series or separately as a class with one or (B) None of (i) the Liquidation, Dissolution or Winding Up. Contact Info Email Direct. said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the Section 7.1 Contact Name Marshall Long. as resulting in a Change of Control under the Tax Receivable Agreement entered into on [ ], 2021. Act of 1933, as amended, or the Exchange Act. We use the information we collect about you or that you provide to us, including any Personal Information: We may disclose aggregated information about our users, and information that does not identify any individual, without restriction. (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided. FIFTH: The total number No one under the age of 13 may provide any Personal Information (as defined below) to or on the Website. elect each Director of the Corporation. RESOLVED, that the Certificate First Last. 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. in the LLC Agreement. (A) The Board of Directors of the Corporation (the Board) is hereby expressly authorized, by resolution or resolutions, Call recordings, including information about your call and that information you share when you call us on the phone. nor the adoption of any provision of the Corporations Certificate of Incorporation inconsistent with this Article Eighth, shall at the direction of the Board or the Chairman of the Board at the request of Imperium. Except as otherwise provided by the Board All rights Reserved. the Corporation shall be deemed to have notice of and consented to the provisions of this Section 10.3. immediately prior to such Business Combination continue to represent, or are converted into or exchanged for Shares that represent, immediately Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, Lucosky Brookman LLP is serving as legal advisor to SilverSun. (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action Wall St climbs as jobs data supports smaller rate hike prospects, US Adds Jobs 261,000 in October, Beating Estimates, Dollar sags, stocks rise after U.S. jobs temper rate expectations, Forget About Santa Rally and Prepare for Another Leg Lower in Equities, Citi Warns, 'Big Low' in Stocks Not Before Spring Next Year - Bank of America's Hartnett, Lowe's Cos. (LOW) Announces Sale of Canadian Retail Business to Sycamore Partners, Reaffirming Outlook, Masonite Int'l (DOOR) Acquires Endura Products for $375M Cash, Rayonier (RYN) Acquires 172K Acres in US South for $474M, Soft CPI Print Could Push S&P 500 Above 4,000 - JP Morgan, UPDATE: Petrobras (PBR) Announces Payment Of $8.5 Billion Dividend, PayPal, Carvana Fall Premarket; Starbucks, Hershey, Block Rise, After-Hours Movers: Block, DoorDash, Coinbase Gain Following EPS; PayPal Falls, Brazil's Petrobras to pay out $8.5 billion dividend amid squabble, Peloton, Roku, Moderna, Qualcomm Fall Premarket; ConocoPhillips Rises, After-Hours Movers: Roku Slammed on Lower Outook, eBay Gains on Beat, https://www.accesswire.com/718092/Rhodium-Enterprises-Inc-A-Bitcoin-Mining-Company-Utilizing-Liquid-Cooling-Technology-Plans-to-List-on-NASDAQ-via-Merger-with-SilverSun-Technologies-Inc. A cash dividend of at least $1.50 per share, which equates to approximately $8.5 million in the aggregate; A stock dividend of one share of SWK Technologies Holdings, Inc. ("HoldCo"), a recently formed subsidiary of SilverSun. [Signature Page to Second Amended and Restated Directly from you when you communicate with us or using our Website. To provide you with information that you request from us. All persons using the Rhodium Enterprises, Inc. (Rhodium) website expressly agree to the foregoing disclaimer as a pre-condition to using this website for any purpose whatsoever. any manner not inconsistent with the laws of the State of Delaware or this Second Amended and Restated Certificate of Incorporation. Section 8.3 Personal Representative asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation Rhodium Enterprises serves customers in the United States. Annual Meetings of the Stockholders. context otherwise requires, the terms defined below shall have the meanings herein specified. of all or substantially all the assets of the Corporation taken as a whole; or (iii) in one transaction or a series of related transactions, Article III Section 3.1Purpose. is offered for redemption in exchange for a share of Class A Common Stock on the terms and subject to the conditions set forth in the (E) or other legal entity or organization. OF 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.

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