MARA Marathon Digital Holdings Inc

Item 1.01 Entry into Material Definitive Agreements

On November 28, 2017, Marathon Patent Group, Inc., a Nevada corporation (the “ Company ”) entered into an exchange agreement (the, “ Exchange Agreement ”) with the holder (the “ Holder ”) of an outstanding warrant (the “ Warrant ”) to purchase 6,618,500 (post-reverse split) shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), originally issued by the Company pursuant to two Unit Purchase Agreements dated as of August 31, 2017 and September 27, 2017. Pursuant to the Exchange Agreement, the Holder exchanged the Warrant and relinquished any and all rights thereunder for 5,480.65 shares of the Company’s newly authorized Series E Convertible Preferred Stock, par value $0.0001 per share (the “ Preferred Shares ”), based on the cashless exercise calculation of the Warrants. The Preferred Shares are convertible into an aggregate of 5,480,649 shares of Common Stock and were issued on November 30, 2017.

The Company has relied upon the exemption from registration provided by Section 3(a)(9) under the Securities Act of 1933, as amended, in connection with the issuance of the Preferred Shares.

The Preferred Shares are convertible into shares of Common Stock based on a conversion calculation equal to the stated value of such Preferred Shares, plus all accrued and unpaid dividends, if any as of such date of determination, divided by the conversion price. The stated value of each Preferred Share is $6,000 and the initial conversion price is $6.00 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. The Preferred Shares, with respect to dividend rights and rights on liquidation, winding-up and dissolution, in each case will rank senior to the Company’s Common Stock and all other securities of the Company that do not expressly provide that such securities rank on parity with or senior to the Preferred Shares. Until converted, each holder of Preferred Shares shall be entitled to the number of votes for each Preferred Share owned equal to the number of shares of Common Stock such Preferred Shares are convertible into (voting as a class with Common Stock), but not in excess of the conversion limitations set forth in the Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the 0% Series E Convertible Preferred Stock (the “ Series E Certificate of Designation ”).

Without limiting any other provision of the Series E Certificate of Designation, the Company may not authorize or issue any additional or other shares of capital stock that is (i) of senior rank to the Preferred Shares in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company, (ii) of pari passu rank to the Preferred Shares in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company or (iii) any junior stock having a maturity date (or any other date requiring redemption or repayment of such shares of such junior stock) that is prior to the date on which any Preferred Shares remain outstanding, without the prior express consent of the holders of at least a majority of the outstanding Preferred Shares, voting separate as a single class.

The foregoing summary of the terms of the Series E Certificate of Designation is incomplete and subject to, and qualified in its entirety by, the actual terms of the Series E Certificate of Designation, the form of which is attached hereto as Exhibit 4.1, which is hereby incorporated by reference.