![slide1](https://www.sec.gov/Archives/edgar/data/1878848/000162828024038677/exhibit106bitmainfutures001.jpg)
收款银行SWIFT代码:[***]收款银行地址:
![slide2](https://www.sec.gov/Archives/edgar/data/1878848/000162828024038677/exhibit106bitmainfutures002.jpg)
受益人银行:
![slide3](https://www.sec.gov/Archives/edgar/data/1878848/000162828024038677/exhibit106bitmainfutures003.jpg)
收款银行ABA:[***]受益人银行地址:[***]3.2在不影响本协议任何规定的情况下,付款应由买方根据附录b安排。产品的购买单价和购买总价以及买方根据本协议支付或应付的任何金额应由买方以美元(美元)计价和支付。如果双方同意买方可以根据本协议以数字货币进行支付,除非本协议另有明确规定,否则买方应支付的数字货币的金额(如果在支付时使用即期汇率(“退货即期汇率”)以美元换算)应不少于BITMAIN将收到的美元金额。该数字货币的回报现货汇率由BITMAIN确定。除非BITMAIN另有约定,如果双方同意买方可以根据本协议以数字货币付款,则指定的数字货币应为美元。在任何情况下,买方不得因汇率变动而要求退款。21#98810024v3附录b第19页付款百分比付款日期首付款10%10%本协议项下所有批次产品的采购总价的10%应由买方在本协议签署后七(7)天内支付。每批产品采购总价的40%至40%的中期付款应:(A)在该批产品的装运期第一天之前至少一(1)个月,或(B)在本协议签署后七(7)天内,如果本协议是在该批产品装运期第一天前一(1)个月内签署的,每批产品采购总价的50%-50%的余额应在该批产品装运期第一天至少七(7)天前支付。根据本协议的条款和条件,在本协议日期至2024年9月30日(“看涨期权期限”)期间的任何时间,买方及其关联公司有权进行一次或多次交易(“看涨期权”),但没有义务全部或部分购买符合第1.1段所述规格的额外产品。按赎回购买价(定义见下文)出售附录A(“远期可交付成果”)。如全面行使买入期权,远期交付品的最高额定散列率将为9,120,000股/S,总购买价为127,680,000美元,相当于每吨14美元(“看涨买入价”),远期交付品的最大数量应为约48,000台,其中BITMAIN将于2024年6月发运的远期交付品累计不超过约3,000台,到2024年7月发运的远期交付品不超过12,000台,至2024年8月的21,000台,至2024年9月的30,000台,至2024年10月的39,000台及至2024年11月的48,000台。根据第1.4.i段指定在指定月份装运的所有远期交付成果。本附录C的所有条款,无论是受制于一份或多份行使通知(定义见下文),都将构成一批单独的远期交付成果。1.2呼叫购买费。买方应在本协议签署后七(7)天内向BITMAIN支付12,768,000美元作为看涨期权的对价(“看涨购买费”),按看涨买入价的10%计算。如买方整体行使认购期权,认购费用将全数用于支付认购价格的首期付款。如果买方在看涨期权期限结束时只行使部分看涨期权,买方将应用与买方将购买的数量与48,000个单位的比例相对应的看涨买入费,以结算远期可交付产品的总购买价,而买入买入费的剩余比例将没收为BITMAIN。为进一步澄清,买方在行使看涨期权时,有义务支付与行使看涨期权相关的相应比例金额,减去已向BITMAIN支付的相应比例金额的赎回购买费,付款时间表如下:付款百分比支付日期首期付款/看涨购买费10%远期可交付产品总购买价的10%应由买方在本协议签署后七(7)日内支付。为免生疑问,通知购买费的支付符合所有远期交付的首期付款要求。中期付款40%至40%远期交付物总购买价须于该批远期交付物装运期(定义见下文)首日前至少一(1)个月支付。每批远期交付物结存款项50%50%每批远期交付物须于该批远期交付物装运期首日前至少七(7)天支付。1.3要求取消该等赎回选择权或退还任何部分催缴购买费的要求将不获BITMAIN受理。[***]第21页#98810024v3 1.4程序。1.如果买方希望行使看涨期权以购买任何远期交付物,无论是在一次或多次交易中,或全部或部分交易中,买方应在看涨期权期间向BITMAIN交付一份或多份书面的、无条件的和不可撤销的行使通知(每个“行使通知”),其中应具体说明:(A)BITMAIN应交付或发运适用的一批远期交付物的时间段,条件是买方已履行与行使本协议项下的看涨期权相关的相应比例的看涨买入价的付款(“看涨买入期”);(B)适用的一批远期交付物的数量和总的额定散列率;(C)发货地址或打算以各方商定的方式自行提取远期交付物。双方同意,BITMAIN应仅在2024年6月1日之后交付或发运任何行使通知中设想的远期交付成果,在任何情况下,通知采购的发货期不得早于BITMAIN收到适用的行使通知之日起60天。二、双方同意,远期交付成果的运输应按照本协议第4条规定的程序完成,并且远期交付成果应遵守本协议关于产品的所有其他适用条款和条件,包括但不限于第5条海关、第6条保修和附录A,除非本附录C.合作另有规定。买方和BITMAIN应采取一切合理必要的行动,根据本附录C.1.6的限制完成任何远期交付成果的购买。尽管有上述规定,若买方未经BITMAIN事先书面同意而未能在本协议附录b所载的指定期限前就任何适用批次产品(S)全额支付相应百分比的采购总价,且未能在BITMAIN向买方发出书面通知后十五(15)日内纠正该等欠款,则在不损害BITMAIN根据本协议或其他方式可能享有的任何其他权利及补救的情况下,双方同意认购期权不得行使,且将立即生效,而BITMAIN不会受到任何惩罚,除非BITMAIN放弃该违约。[***] If to BITMAIN: Address: 840 New Burton Street, Suite 201, Dover, Kent, DE 19904 Attn: Yuhao Liu Phone: [***] Email: [***], with a copy to [***] and [***] 13.5 All such notices and other communications shall be deemed effective in the following situations (and if a notice or other communication is provided in accordance with Clauses 13.5(a) or (b) below, then a copy must also be provided by electronic mail): (a) if sent by delivery in person, on the same day of the delivery; (b) if sent by registered or certified mail or overnight courier service, on the same day the written confirmation of delivery is sent; and (c) if sent by electronic mail, at the entrance of the related electronic mail into the recipient’s electronic mail server. 14. Compliance with Laws and Regulations 14.1 The Purchaser undertakes that it will fully comply with all Applicable Laws in relation to export and import control and Sanctions and shall not take any action that would cause BITMAIN or any of its Affiliates to be in Page 12 of 21 #98810024v3 violation of any export and import control laws or Sanctions. The Purchaser shall also be fully and exclusively liable for and shall defend, fully indemnify and hold harmless BITMAIN and/or its Affiliates from and against any and all claims, demands, actions, costs or proceedings brought or instituted against BITMAIN and/or its Affiliates arising out of or in connection with any breach by the Purchaser or the carrier of any Applicable Laws in relation to export and import control or Sanction. 14.2 The Purchaser acknowledges and agrees that the Products in this Agreement are subject to the export control laws and regulations of all related countries, including but not limited to Export Administration Regulations of the United States (“EARs”). Without limiting the foregoing, the Purchaser shall not, without receiving the proper licenses or license exceptions from all related governmental authorities, including but not limited to the U.S. Bureau of Industry and Security, distribute, re-distribute, export, re-export, or transfer any Products subject to this Agreement either directly or indirectly, to any national of any country identified in Country Groups D:1 or E:1 as defined in the EARs. In addition, the Products under this Agreement may not be exported, re-exported, or transferred to (a) any person or entity for military purposes; (b) any person or entity listed on the “Entity List”, “Denied Persons List” or the SDN List as such lists are maintained by the U.S. Government, or (c) an end-user engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (x) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (y) the design, development, production, or use of missiles or support of missiles projects; and (z) the design, development, production, or use of chemical or biological weapons. The Purchaser further agrees that it will not do any of the foregoing in violation of any restriction, law, or regulation of the European Union or an individual EU member state that imposes on an exporter a burden equivalent to or greater than that imposed by the U.S. Bureau of Industry and Security. 14.3 The Purchaser undertakes that it will not take any action under this Agreement or use the Products in a way that will be a breach of any anti-money laundering laws, any anti-corruption laws, and/or any counter-terrorist financing laws. 14.4 The Purchaser warrants that the Products have been purchased with funds that are from legitimate sources and such funds do not constitute proceeds of criminal conduct, or realizable property, or proceeds of terrorism financing or property of terrorist. If BITMAIN receives, including but not limited to investigation, evidence collection, restriction and other measures, from any competent Governmental Authority, the Purchaser shall immediately cooperate with BITMAIN and such competent Governmental Authority in the investigation process, and BITMAIN may request the Purchaser to provide necessary security if so required. If any competent Governmental Authority request BITMAIN to seize or freeze the Purchaser’s Products and funds (or take any other measures), BITMAIN shall be obliged to cooperate with such competent Governmental Authority, and shall not be deemed as breach of this Agreement. The Purchaser understands that if any Person resident in the Relevant Jurisdiction knows or suspects or has reasonable grounds for knowing or suspecting that another Person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the Person will be required to report such knowledge or suspicion to the competent authorities. The Purchaser acknowledges that such a report shall not be treated as breach of confidence or violation of any restriction upon the disclosure of information imposed by any Applicable Law, contractually or otherwise. 15. Force Majeure 15.1 To the extent that the performance of any obligation of either Party under this Agreement (other than an obligation to make payment) is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure Event and subject to the exercise of reasonable diligence by the other Party, the obligations of Parties to the extent they are affected by the Force Majeure Event (other than an obligation to make payment), shall be suspended for the duration of any inability so caused; provided that, the Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of such event: (i) notify the other Party of the nature, condition, date of inception and expected duration of such Force Majeure Event and the extent to which the claiming Party expects that the Force Majeure Event may delay, prevent or hinder such Party from performing its obligations under this Agreement; and (ii) use its best effort to remove any such causes and resume performance under this Agreement as soon as reasonably practicable and mitigate its effects.
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Page 13 of 21 #98810024v3 15.2 The Purchaser hereby acknowledges and warrants that this Agreement shall not be terminated by the Purchaser for the reasons of the restrictions or prohibitions of the cryptocurrency mining activities by any Applicable Laws or Governmental Authority. This Clause 15.2 shall prevail over all other clauses herein. 16. Entire Agreement and Amendment 16.1 This Agreement constitutes the entire agreement of the Parties hereto and can only be amended with the written consent of both Parties or otherwise as mutually agreed by both Parties in writing. 17. Assignment 17.1 BITMAIN may freely assign or transfer any of its rights, benefits or obligations under this Agreement in whole or in part to its Affiliates. The Purchaser may not assign or transfer any of its rights, benefits or obligations under this Agreement in whole or in part without BITMAIN’s prior written consent (which must not be unreasonably withheld). 17.2 This Agreement shall be binding upon and inure to the benefit of each Party to this Agreement and its successors in title and permitted assigns. 18. Severability 18.1 To the extent possible, if any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part by a competent court or arbitral tribunal, the provision shall apply with whatever deletion or modification is necessary so that such provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties. The remaining provisions of this Agreement shall not be affected and shall remain in full force and effect. 19. Personal Data 19.1 Depending on the nature of the Purchaser’s interaction with BITMAIN, some examples of personal data which BITMAIN may collect from the Purchaser include the Purchaser’s name and identification information, contact information such as the Purchaser’s address, email address and telephone number, nationality, gender, date of birth, and financial information such as credit card numbers, debit card numbers and bank account information. 19.2 BITMAIN generally does not collect the Purchaser’s personal data unless (a) it is provided to BITMAIN voluntarily by the Purchaser directly or via a third party who has been duly authorized by the Purchaser to disclose the Purchaser’s personal data to BITMAIN (the Purchaser’s “authorized representative”) after (i) the Purchaser (or the Purchaser’s authorized representative) has been notified of the purposes for which the data is collected, and (ii) the Purchaser (or the Purchaser’s authorized representative) has provided written consent to the collection and usage of the Purchaser’s personal data for those purposes, or (b) collection and use of personal data without consent is permitted or required by related laws. BITMAIN shall seek the Purchaser’s written consent before collecting any additional personal data and before using the Purchaser’s personal data for a purpose which has not been notified to the Purchaser (except where permitted or authorized by Applicable Laws). 20. Survival 20.1 All provisions of Clauses 5, 6, 8, 9, 10, 11, 14 and 19 shall survive the termination or completion of this Agreement. 21. Conflict with the Terms and Conditions 21.1 In the event of any ambiguity or discrepancy between the provisions of this Agreement and the Terms and Conditions of BITMAIN from time to time, the provisions of this Agreement shall prevail and the Parties shall comply with and give effect to this Agreement. 22. Governing Law and Dispute Resolution 22.1 This Agreement shall be solely governed by and construed in accordance with the laws of the State of Delaware, the United States. Page 14 of 21 #98810024v3 22.2 All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in Houston, Texas before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual written agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the State of Delaware. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. 23. Waiver 23.1 Failure by either Party to enforce at any time any provision of this Agreement, or to exercise any election of options provided herein shall not constitute a waiver of such provision or option, nor affect the validity of this Agreement or any part hereof, or the right of the waiving Party to thereafter enforce each and every such provision or option. 24. Counterparts and Electronic Signatures 24.1 This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, will be deemed to constitute one and the same agreement. The facsimile, email or other electronically delivered signatures of the Parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals. 25. Further Assurance 25.1 Each Party undertakes to the other Party to execute or procure to be executed all such documents and to do or procure to be done all such other acts and things as may be reasonable and necessary to give all Parties the full benefit of this Agreement. [The rest part of the page is intentionally left in blank] Page 15 of 21 #98810024v3 Signed for and on behalf of BITMAIN BITMAIN TECHNOLOGIES DELAWARE LIMITED Signature /s/ Cheng Ran Title Signed for and on behalf of the Purchaser IE US HARDWARE 1 INC. Signature /s/ Will Roberts Title Director IE US HARDWARE 1 INC. Signature /s/ Kent Draper Title Vice President Page 16 of 21 #98810024v3 APPENDIX A 1. Information of Products. 1.1 The specifications of the Products are as follows: Type Details Product Name HASH Super Computing Server Model T21 Rated Hashrate per Unit, TH/s 190 ±10% Rated Power per Unit, W 3,610 j/t 19 Contracted Hashrate, TH/s 950,000 Quantity of the Products 5,000 Description 1. BITMAIN undertakes that the error range of the J/T indicator does not exceed 10%. 2. The Rated Hashrate per Unit and Rated Power per Unit are for reference only and such indicator of each batch or unit of Products may differ. BITMAIN makes no representation on the Rated Hashrate per Unit and/or the Rated Power per Unit of any Products. 3. Purchaser shall not reject the Products on the grounds that the parameters of the delivered Products are not in consistence with the reference indicators. 1.2 It is estimated that each batch of Products shall be purchased and delivered in accordance with the following arrangements: Batch Model Shipping Period Reference Quantity Total Rated Hashrate (TH/s) Purchase Unit Price (US$/TH/s) Corresponding Total Purchase Price (US$) SALE- 1205- 2023- T21-01 T21 June 2024 5,000 950,000 14.00 13,300,000 In Total 5,000 950,000 14.00 13,300,000 1.3 Total Purchase Price (tax exclusive): US$ 13,300,000 (exclusive of the Call Purchase Fee and the Call Purchase Price contemplated in Appendix C). 1.4 BITMAIN represents that all Products shall have a country of origin other than China and/or any OFAC- Sanctioned country. Purchaser may reject any Products with a country of origin inside China or any other OFAC- Sanctioned country and BITMAIN shall replace and provide identical Product manufactured in accordance herewith, per the inspection provisions set out in Clause 4.13 of the Agreement. 1.5 Both Parties confirm and agree that BITMAIN shall be entitled to adjust the quantity of each batch of Products based on the total hashrate; provided that, the total hashrate of each batch of the Products actually delivered by BITMAIN to the Purchaser shall not be less than the Contracted Hashrate of each batch as agreed in Clause 1.1 of this Appendix A. BITMAIN makes no representation that the quantity of the actually delivered Products shall be the same as the Quantity of the Products set forth in Clause 1.1 of this Appendix A. 1.6 In the event that BITMAIN publishes any new type of products with less J/T value and suspends the production of the type of the Products as agreed in this Agreement, BITMAIN shall be entitled to release itself from any future
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Page 17 of 21 #98810024v3 obligation to deliver any suspended Products by 10-day prior notice to the Purchaser and continue to deliver new types of products to the Purchaser, the total hashrate of which shall be no less than such suspended Products replaced under this Agreement and the price of which shall be adjusted in accordance with the J/T value. In the event that the Purchaser explicitly refuses to accept new types of products, the Purchaser is entitled to request, after two (2) years from the date of such refusal, for a refund of the remaining balance of the Total Purchase Price already paid by the Purchaser with no interest. If the Purchaser accepts the new types of Products delivered by BITMAIN, BITMAIN shall be obliged to deliver such new types of products to fulfill its obligations under this Agreement. The Purchaser may request to lower the total hashrate of the products delivered but shall not request to increase the total hashrate to the level exceeding the Contracted Hashrate. After BITMAIN publishes new types of products and if BITMAIN has not suspended the production of the types of Products under this Agreement, BITMAIN shall continue to deliver such agreed types of Products in accordance with this Agreement and the Purchaser shall not terminate this Agreement or refuse to accept the Products on the grounds that BITMAIN has published new type(s) of products. 2. Cargo Insurance Coverage Limitations. 2.2 This paragraph 2 of Appendix A is only applicable if the Purchaser requests BITMAIN to send the Products pursuant to Clause 4.7 of this Agreement. 2.3 The cargo insurance coverage provided by BITMAIN will cover the Products until arrival at Purchaser’s Final Destination and is subject to the following limitations and exceptions: (a) loss damage or expense attributable to willful misconduct of the Assured; (b) ordinary leakage, ordinary loss in weight or volume, or ordinary wear and tear of the subject-matter insured; (c) loss damage or expense caused by insufficiency or unsuitability of packing or preparation of the subject- matter insured (for the purpose of this paragraph, “packing” shall be deemed to include stowage in a container or liftvan but only when such stowage is carried out prior to attachment of this insurance or by the Assured or their servants) (d) loss damage or expense caused by inherent vice or nature of the subject matter insured (e) loss damage or expense proximately caused by delay, even though the delay be caused by a risk insured against (except expenses payable); (f) loss damage or expense arising from insolvency or financial default of the owners managers charterers or operators of the vessel; (g) loss, damage, or expense arising from the use of any weapon of war employing atomic or nuclear fission, and/or fusion or other like reaction or radioactive force or matter; (h) loss, damage or expense arising from unseaworthiness of vessel or craft, unfitness of vessel craft conveyance container or liftvan for the safe carriage of the subject-matter insured, where the Assured or their servants are privy to such unseaworthiness or unfitness, at the time the subject-matter insured is loaded therein; (i) the Underwriters waive any breach of the implied warranties of seaworthiness of the ship and fitness of the ship to carry the subject-matter insured to destination, unless the Assured or their servants are privy to such unseaworthiness or unfitness; (j) loss, damage or expense caused by (1) war, civil war, revolution, rebellion, insurrection, or civil strife arising therefrom, or any hostile act by or against a belligerent power, (2) capture, seizure, arrest, restraint or detainment (piracy excepted), and the consequences thereof or any attempt threat, (3) derelict mines, torpedoes, bombs, or other derelict weapons of war; and (k) loss, damage, or expense caused by strikers, locked-out workmen, or persons taking part in labor disturbances, riots or civil commotion, resulting from strikes, lock-outs, labor disturbances, riots or civil commotions, caused by any terrorist or any person acting from a political motive. Page 18 of 21 #98810024v3 3. Payment of the Total Purchase Price 3.1 BITMAIN’s BANK ACCOUNT info: Company Name: Bitmain Technologies Delaware Limited Company Address: 840 New Burton Street, Suite 201, Dover, Delaware, DE 19904 Account Number: [***] Currency: USD Incoming Domestic (US) Wires: Beneficiary Bank: [***] Beneficiary Bank ABA: [***] Beneficiary Bank Address: [***] International Incoming Wires: Receiving Bank: [***] Receiving Bank SWIFT Code: [***] Receiving Bank Address: [***] Beneficiary Bank: [***] Beneficiary Bank ABA: [***] Beneficiary Bank Address: [***] 3.2 The payment shall be arranged by the Purchaser as per Appendix B. 3.3 Without prejudice to any provisions hereof, the Purchase Unit Price and the Total Purchase Price of the Products and any amount paid or payable by the Purchaser under this Agreement shall be denominated and paid by the Purchaser in US Dollars (US$). In the event that the Parties agree that the Purchaser may make payment under this Agreement in Digital Currency, unless otherwise explicitly specified herein, the amount of the Digital Currency payable by the Purchaser, if converted in US$ using the spot rate at the time of such payment (the “Return Spot Rate”), shall be no less than the amount that BITMAIN would receive in US$. The Return Spot Rate of such Digital Currency shall be determined by BITMAIN. Unless otherwise agreed by BITMAIN, where the Parties agree that the Purchaser may make payment under this Agreement in Digital Currency, the designated Digital Currency shall be USDT. In any circumstance, the Purchaser shall not ask for any refund due to the change of exchange rate. Page 19 of 21 #98810024v3 APPENDIX B Payment Payment Percentage Payment Date Down Payment 10% 10% of the Total Purchase Price of all batches of Products hereunder shall be paid by the Purchaser within seven (7) days after the execution of this Agreement. Interim Payment 40% 40% of the Total Purchase Price of each batch of Products shall be paid: (a) at least one (1) month prior to the first day of the Shipping Period of such batch of Products, or (b) within seven (7) days after the execution of this Agreement, if this Agreement is executed within one (1) month prior to the first day of the Shipping Period of such batch of Products Balance Payment 50% 50% of the Total Purchase Price of each batch of Products shall be paid at least seven (7) days prior to the first day of the Shipping Period of such batch of Products Page 20 of 21 #98810024v3 APPENDIX C 1. Grant of Call Option for Purchasing Additional Products 1.1 Right to Purchase. Subject to the terms and conditions of this Agreement, at any time during the period from the date of this Agreement to September 30, 2024 (the “Call Option Period”), the Purchaser and the Purchaser’s Affiliates shall have the right in one or more transactions (the “Call Option”), but not the obligation, to purchase, in whole or in part, additional Products having the specifications set out in paragraph 1.1. of Appendix A (the “Forward Deliverables”) at the Call Purchase Price (as defined below). The maximum rated hashrate of the Forward Deliverables if exercising the Call Option in full shall be 9,120,000 TH/s with a total purchase price of US$127,680,000, representing US$14 per T (“Call Purchase Price”), and the maximum quantity of Forward Deliverables shall be approximately 48,000 units with the cumulative Forward Deliverables to be shipped by BITMAIN not to exceed approximately 3,000 units by June 2024, 12,000 units by July 2024, 21,000 units by August 2024, 30,000 units by September 2024, 39,000 units by October 2024 and 48,000 units by November 2024. All Forward Deliverables nominated to be shipped in a given month as per paragraph 1.4.i. of this Appendix C, whether subject to one or more Notices of Exercise (as defined below), will form a separate batch of Forward Deliverables. 1.2 Call Purchase Fee. The Purchaser shall pay BITMAIN an amount of US$12,768,000 as the consideration of the Call Option (“Call Purchase Fee”), which is calculated as 10% of the Call Purchase Price, within seven (7) days after the execution of this Agreement. In the event the Purchaser exercises the Call Option in whole, the Call Purchase Fee shall be applied in whole towards the settlement of the Down Payment of the Call Purchase Price. In the event that the Purchaser only exercises Call Option in part at the end of the Call Option Period, the Call Purchase Fee corresponding to the proportion of the quantity to be purchased by the Purchaser to 48,000 units shall be applied by the Purchaser to settle the total purchase price of Forward Deliverables, while the remaining proportion of the Call Purchase Fee shall be forfeited to BITMAIN. To further clarify, upon any exercise of the Call Option the Purchaser shall be obligated to pay the corresponding proportionate amount of the Call Purchase Price associated with the exercise of the Call Option less the corresponding proportionate amount of the Call Purchase Fee already paid to BITMAIN, according to the schedule of payment as follows: Payment Payment Percentage Payment Date Down Payment / Call Purchase Fee 10% 10% of the total purchase price of Forward Deliverables shall be paid by the Purchaser within seven (7) days after the execution of this Agreement. For the avoidance of doubt, the payment of the Call Purchase Fee satisfies the Down Payment requirements for all Forward Deliverables. Interim Payment 40% 40% of the total purchase price of Forward Deliverables shall be paid at least one (1) month prior to the first day of the Shipping Period of Call Purchase (as defined below) of such batch of Forward Deliverables Balance Payment 50% 50% of the Call Purchase Price of each batch of Forward Deliverables shall be paid at least seven (7) days prior to the first day of the Shipping Period of Call Purchase of such batch of Forward Deliverables 1.3 A request to cancel such Call Option or refund any part of Call Purchase Fee would not be entertained by BITMAIN.
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Page 21 of 21 #98810024v3 1.4 Procedure. 1. In the event the Purchaser desires to exercise the Call Option to purchase any Forward Deliverables, whether in one or more transactions, or in whole or part, the Purchaser shall deliver to BITMAIN during the Call Option Period one or more written, unconditional, and irrevocable notices of exercise (each a “Notice of Exercise”) which shall specify: (a) the time period when BITMAIN shall deliver or ship the applicable batch of Forward Deliverables on condition that the Purchaser has fulfilled its payment of corresponding proportionate amount of the Call Purchase Price associated with the exercise of the Call Option hereunder (“Shipping Period of Call Purchase”); (b) the quantity and total rated hashrate of the applicable batch of Forward Deliverables; and (c) a shipping address or its intention to self-pick up the Forward Deliverables in a manner as agreed by the Parties. The Parties agree that BITMAIN shall deliver or ship the Forward Deliverables contemplated in any Notice of Exercise only after June 1, 2024, and in any event the Shipping Period of Call Purchases shall not be earlier than 60 days from of date of the receipt by BITMAIN of the applicable Notice of Exercise. ii. The Parties agree that the shipping of the Forward Deliverables shall be completed in accordance with the procedure as set forth in Clause 4 of this Agreement, and the Forward Deliverables shall be subject to all other applicable terms and conditions of this Agreement regarding Products, including but not limited to Clause 5 Customs, Clause 6 Warranty and Appendix A, unless otherwise specified in this Appendix C. 1.5 Cooperation. The Purchaser and BITMAIN shall take all actions as may be reasonably necessary to consummate the purchase of any Forward Deliverables pursuant to this Appendix C. 1.6 Constriction. Notwithstanding the foregoing, in the event that Purchaser fails to fully pay the respective percentage of the Total Purchase Price with respect to any applicable batch of Products before the prescribed deadline(s) set forth in Appendix B of this Agreement without BITMAIN’s prior written consent and has failed to remedy such payment failure within fifteen (15) days of written notice from BITMAIN to Purchaser, then without prejudice to any other rights and remedies that BITMAIN may have under this Agreement or otherwise, the Parties agree that the Call Option shall not be exercised and shall immediately become of no effect without any penalty to BITMAIN, unless such default is waived by BITMAIN.