銀行名 : [***]銀行住所 :


Swift コード:


第31#98824359 v 2 3.2ページの支払いは、付録bに従って買い手が手配しなければなりません。3.3本プロトコルのいかなる規定にも影響を与えることなく、製品の購入単価および購入総価格、および買い手が本プロトコルに従って支払いまたは支払いした任意の金額は、買い手がドル(ドル)で支払うべきである。双方がドルではなくデジタル通貨で支払うことに同意した場合、ドルと選択されたデジタル通貨との間の為替レートは、BITMAINがその唯一かつ絶対的な情動権を行使することによって決定されるべきである。双方が同意した場合、買い手は、本プロトコルに従ってデジタル通貨で支払うことができ、本プロトコルが別に明確な規定がない限り、買い手が支払うべきデジタル通貨金額(支払い時に即時為替レート(“スポットレートを返す”)を用いてドルに換算する場合)は、BITMAINが受信したドル金額を下回らないべきである。このデジタル通貨の返却現品レートは双方が書面で約束しなければなりません。上記の規定にもかかわらず、BITMAINは、ドルではなく、何らかの形態のフィアット通貨、デジタル通貨、または他の財産を受け入れるかどうかをいつでも決定する権利があり、買い手が本プロトコルに従って支払うべき任意の金額を支払う権利がある。BITMAINに別の約束がない限り、双方が買い手がデジタル通貨で支払うことができることに同意した場合、指定されたデジタル通貨はドルでなければならない。いかなる場合でも、買い手は為替変動のために払い戻しを要求してはいけません。4.製品交換および条件4.1双方が同意し、買い手は、本契約項目の任意およびすべてのロットの製品(S)をS 21 XP hyd.,S 21 XPまたはS 21 XP IMMで置換することを選択する権利がある。代替製品“(”代替製品“)であるが、前提は、(I)買い手は、適用ロット製品の出荷期間の少なくとも2(2)ヶ月前に、買い手が交換を希望する製品のモデル(S)、数量及び総ハッシュ率、および受信した代替製品のモデル(S)を電子メールでBITMAINに書面で通知し、(Ii)最初に購入した製品(S)と交換製品(S)との間の購入総価格差はそれに応じて調整すべきであり、いずれの追加料金は買い手が負担すべきであることを前提とする。4.2上記の規定に影響を与えない場合、買い手が要求に応じて電子メールで通知を提供する場合、BITMAINと買い手は単独の書面プロトコルを締結し、製品の購入と販売を交換して明確な手配を確立すべきである。4.3買い手は、本条項の下のいかなる交換も、双方が書面で同意しない限り、本合意の下での双方の権利および義務に影響を与えるべきではないことを認める。31#98824359 v 2 31ページ支払率支払日頭金このプロトコル項目の下のすべてのロット製品購入総価格の20%~20%は、本協定署名後7日以内に買い手によって支払われなければなりません。各製品調達総価格の30%~30%の中間支払いは、(A)ロット製品の出荷期間の最初の日までに少なくとも3(3)ヶ月、または(B)本協定締結後7(7)日以内でなければならない。本契約がバッチ製品出荷期間の最初の3(3)ヶ月以内に署名された場合、各ロットの製品調達総価格の30%~30%の中間支払いが支払われなければならない:(A)ロットの製品出荷期間の最初の日の少なくとも1(1)ヶ月前、または(B)本協定調印後7(7)日以内に。本契約が当該ロットの製品出荷期間の最初の3(3)ヶ月以内に署名された場合、各ロットの製品調達総価格の20%~20%の残高は、当該ロットの製品の出荷通知に規定された日後9(9)ヶ月以内に支払わなければならない


Page 13 of 31 #98824359v2 during the transportation period (including the transportation period when the Product(s) is sent to BITMAIN and returned by BITMAIN to the Purchaser). 7. Representations and Warranties 7.1 The Purchaser makes the following representations and warranties to BITMAIN: (a) It is duly incorporated or organized, validly existing and in good standing (or equivalent status) under the laws of the jurisdiction of its incorporation or organization. It has the full power and authority to own its assets and carry on its businesses. (b) The obligations expressed to be assumed by it under this Agreement are legal, valid, binding and enforceable obligations. (c) It has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement. (d) The entry into and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with any Applicable Laws, its constitutional documents, or any agreement or instrument binding upon it or any of its assets. (e) All authorizations required or desirable, to enable it lawfully to enter into, exercise its rights under and comply with its obligations under this Agreement; to ensure that those obligations are legal, valid, binding and enforceable; and to make this Agreement admissible in evidence in its jurisdiction of incorporation, have been, or will have been by the time, obtained or effected and are, or will be by the appropriate time, in full force and effect. (f) It is not aware of any circumstances which are likely to lead to any authorization obtained or effected not remaining in full force and effect, any authorization not being obtained, renewed or effected when required or desirable; or any authorization being subject to a condition or requirement which it does not reasonably expect to satisfy or the compliance with which has or could reasonably be expected to have a material adverse effect. (g) It is not the target of economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom or Singapore (“Sanctions”), including by being listed on the Specially Designated Nationals and Blocked Persons (SDN) List maintained by OFAC or any other Sanctions list Page 14 of 31 #98824359v2 maintained by one of the foregoing governmental authorities, directly or indirectly owned or controlled by one or more SDNs or other Persons included on any other Sanctions list, or located, organized or resident in a country or territory that is the target of Sanctions; and the purchase of the Products will not violate any Sanctions or import and export control related laws and regulations. (h) To the best of its knowledge, all information supplied by the Purchaser is and shall be true and correct, and the information does not contain and will not contain any statement that is false or misleading. (i) It acknowledges and agrees that, in entering into this Agreement, BITMAIN has relied on the representations and warranties set forth in this Clause 7.1 and Clause 14. 8. Indemnification and Limitation of Liability 8.1 The Purchaser shall, during the term of this Agreement and at any time thereafter, indemnify and save BITMAIN and/or its Affiliates harmless from and against any and all damages, suits, claims, judgments, liabilities, losses, fees, costs or expenses of any kind, including legal fees, whatsoever arising out of or incidental to the Products pursuant to this Agreement. 8.2 Notwithstanding anything to the contrary herein, BITMAIN and its Affiliates shall under no circumstances, be liable to the Purchaser for any consequential loss, or any indirect, incidental, special, exemplary or punitive damages, or any measure of damages based on diminution in value or based on any loss of goodwill, business, anticipated profits, revenue, contract, or business opportunity or similar concept arising out of or in connection with this Agreement, and the Purchaser hereby waives any claim it may at any time have against BITMAIN and its Affiliates in respect of any such damages. The foregoing limitation of liability shall apply whether in an action at law, including but not limited to contract, strict liability, negligence, willful misconduct or other tortious action, or an action in equity. 8.3 Unless expressly specified herein, BITMAIN and its Affiliates’ cumulative aggregate liability pursuant to this Agreement, whether arising from tort, breach of contract or any other cause of action shall be limited to and not exceed the amount of one hundred percent (100%) of the payment actually received by BITMAIN from the Purchaser for the Products under this Agreement. 8.4 The Products are not designed, manufactured or intended for use in hazardous or critical environments or in activities requiring emergency or fail-safe operation, such as the operation of nuclear facilities, aircraft navigation or communication systems or in any other applications or activities in which failure of the Products may pose the risk of environmental harm or physical injury Page 15 of 31 #98824359v2 or death to humans. In addition to the disclaimer of warranties set forth in Clause 6.3, BITMAIN further disclaims any express or implied warranty of fitness for any of the above described applications and any such use shall be at the Purchaser’s sole risk. 8.5 As far as permitted by laws, except for the Warranty as set forth in Clause 6, BITMAIN provides no other warranty, explicit or implied, in any form, including but not limited to the warranty of the marketability, satisfaction of the quality, suitability for the specific purpose, not infringing third party’s right, etc. In addition, BITMAIN shall not be responsible for any direct, specific, incidental, accidental or indirect loss arising from the use of the Products, including but not limited to the loss of commercial profits. 8.6 BITMAIN shall not be liable for any loss caused by: (a) failure of the Purchaser to use the Products in accordance with the manual, specifications, operation descriptions or operation conditions provided by BITMAIN in writing; or (b) the non-operation of the Products during the replacement/maintenance period or caused by other reasons. 8.7 The above limitations and exclusions shall survive and apply: (a) notwithstanding failure of essential purpose of any exclusive or limited remedy; and (b) whether or not BITMAIN has been advised of the possibility of such damages. The Parties acknowledge the limitation of liability and the allocation of risks in this Clause 8 is an essential element of the basis of the bargain between the Parties under this Agreement and BITMAIN’s pricing reflects this allocation of risks and the abovementioned limitations of liability. 9. Distribution 9.1 This Agreement does not constitute a distributor agreement between BITMAIN and the Purchaser. Therefore, the Purchaser acknowledges that it is not an authorized distributor of BITMAIN. 9.2 The Purchaser shall in no event claim or imply to a third party that it is an authorized distributor of BITMAIN or BITMAIN (ANTMINER) or their respective Affiliates, or perform any act that will cause it to be construed as an authorized distributor of BITMAIN or BITMAIN (ANTMINER) or their respective Affiliates. For the avoidance of doubt, BITMAIN acknowledges and agrees that the Purchaser may transfer the Products to an Affiliate or may resell the Products to a third party. As between the Purchaser and BITMAIN, the Purchaser shall be exclusively and fully responsible for complying with the Applicable Laws regarding repackaging the Products for the Purchaser’s redistribution needs, and shall be solely liable for any and all liabilities or costs directly incurred or incidental to such redistribution. Page 16 of 31 #98824359v2 10. Intellectual Property Rights 10.1 The Parties agree that the Intellectual Property Rights in any way contained in the Products, made, conceived or developed by BITMAIN and/or its Affiliates for the Products under this Agreement and/or, achieved, derived from, related to, connected with the provision of the Products by BITMAIN and/or acquired by BITMAIN from any other person in performance of this Agreement shall be the exclusive property of BITMAIN and/or its Affiliates. 10.2 Notwithstanding anything to the contrary herein, all Intellectual Property Rights in the Products shall remain the exclusive property of BITMAIN and/or its Affiliates and/or its licensors. Except for licenses explicitly identified in BITMAIN’s shipping confirmation or in this Clause 10.2, no rights or licenses are expressly granted, or implied, whether by estoppel or otherwise, in respect of any Intellectual Property Rights of BITMAIN and/or its Affiliates or any Intellectual Property residing in the Products provided by BITMAIN to the Purchaser, including in any documentation or any data furnished by BITMAIN. BITMAIN grants the Purchaser a non-exclusive, non-transferrable, royalty- free and irrevocable license of BITMAIN and/or its Affiliates’ Intellectual Property Rights to solely use the Products delivered by BITMAIN to the Purchaser for their ordinary function, and subject to the provisions set forth herein. The Purchaser shall in no event violate the Intellectual Property Rights of BITMAIN and/or its Affiliates and/or its licensors. 10.3 The Purchaser shall not illegally use or infringe the Intellectual Property Rights of the Products in any way. Otherwise, BITMAIN shall have the right to request the Purchaser to take immediate remedial measures and assume full responsibilities, including but not limited to ceasing the infringement immediately, eliminating the impact, and compensating BITMAIN and/or its Affiliates for all losses arising out of the infringement, etc. 10.4 The Purchaser shall not use any technical means to disassemble, mapping or analyze the Products of BITMAIN, and shall not reverse engineer or otherwise attempt to derive or obtain information about the function, manufacture or operation of the Products, to retrieve relevant technical information of the Products and use it for commercial purposes. Otherwise, the Purchaser shall be liable for losses caused to BITMAIN in accordance with Clause 10.3. 10.5 If applicable, payment by the Purchaser of non-recurring charges to BITMAIN for any special designs, or engineering or production materials required for BITMAIN’s performance of obligations for customized Products, shall not be construed as payment for the assignment from BITMAIN to the Purchaser of title to such special design, engineering or production materials. BITMAIN shall be the sole owner of such special designs, engineering or production materials with regard to such Products.


Page 17 of 31 #98824359v2 11. Confidentiality and Communications 11.1 All information concerning this Agreement and matters pertaining to or derived from the provision of Products pursuant to this Agreement between the Parties, whether in oral or written form, or in the form of drawings, computer programs or other, as well as all data derived therefrom (“Confidential Information”), shall be deemed to be confidential and, as such, may not be divulged to any unauthorized person. The Purchaser undertakes and agrees to take all reasonable and practicable steps to ensure and protect the confidentiality of the Confidential Information which cannot be passed, sold, traded, published or disclosed to any unauthorized person. The Parties agree that authorized persons shall include the Purchaser’s (and its Affiliates’) Affiliates, officers, employees, agents, contractors, investors, financiers, potential investors, potential financiers, or professional advisers (legal, financial or other) (“Authorized Persons”) provided such Authorized Persons are under non-disclosure obligations with the Purchaser. The Parties further agree that Purchaser may disclose this Agreement if required by law or by order of any court or tribunal of competent jurisdiction, or by any Government Authority, stock exchange or other regulatory body. 12. Term of this Agreement 12.1 The Parties agree that, unless this Agreement specifies otherwise, no Party shall terminate this Agreement in advance. 12.2 This Agreement shall be effective upon execution by both Parties of this Agreement and shall remain effective up to and until the delivery of all Products. 13. Notices 13.1 All notices, requirements, requests, claims, and other communications in relation to this Agreement shall be in writing, and shall be given or made by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) or electronic mail to the respective Parties at the addresses specified below or at such other address for a Party as may be specified in a notice given in accordance with this Clause 13. 13.2 The Purchaser undertakes that the documents, materials, vouchers, order information, payment account information, credential numbers, mobile phone numbers, transaction instructions and so on provided by the Purchaser shall be true, correct, complete and effective, and the information does not contain any statement that is false or misleading. Page 18 of 31 #98824359v2 13.3 If there is any suspicious transaction, illegal transaction, risky transaction or other risky events of the Purchaser’s account registered on BITMAIN Website, the Purchaser agrees that BITMAIN shall have the right to disclose the Purchaser’s registration information, transaction information, identity information, logistics information upon the request of relevant judicial agencies, or regulatory agencies for investigation purpose. In addition, if necessary, the Purchaser shall provide further information upon BITMAIN’s reasonable request. 13.4 The following are the initial address of each Party: If to the Purchaser: Address: 251 Little Falls Drive, Wilmington, Delaware, 19808 USA Attn: Will Roberts Phone: [***] Email: [***], with a copy to [***] and [***] If to BITMAIN: Address: 840 New Burton Street, Suite 201, Dover, Kent, DE 19904 Attn: Connie Xu 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 Page 19 of 31 #98824359v2 its Affiliates to be in 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 relevant 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 relevant 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), Page 20 of 31 #98824359v2 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 authority. 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. 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 15.3 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 as otherwise 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


Page 21 of 31 #98824359v2 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 relevant 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. Page 22 of 31 #98824359v2 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 on BITMAIN Website 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. 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. The breaching Party shall bear the attorney and arbitration fees of the non-breaching Party. 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. Page 23 of 31 #98824359v2 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 24 of 31 #98824359v2 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/ Chris Guzowski Title Director


Page 25 of 25 #98824359v2 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 S21 XP Hyd. Rated Hashrate per Unit, TH/s 473 ±10% Rated Power per Unit, W 5676 J/T 12 Contracted Hashrate, TH/S 0 Quantity of the Products 0 Description 1. BITMAIN procures with commercially reasonable efforts 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. Type Details Product Name HASH Super Computing Server Model S21 XP Rated Hashrate per Unit, TH/s 270 ±10% Rated Power per Unit, W 3645 J/T 13.5 Page 26 of 31 #98824359v2 Contracted Hashrate, TH/S 10,530,000.00 Quantity of the Products 39,000 Description 1. BITMAIN procures with commercially reasonable efforts 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. Type Details Product Name HASH Super Computing Server Model S21 XP Imm. Rated Hashrate per Unit, TH/s 300 ±10% Rated Power per Unit, W 4050 J/T 13.5 Contracted Hashrate, TH/S 0 Quantity of the Products 0 Description 1. BITMAIN procures with commercially reasonable efforts 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. Page 27 of 31 #98824359v2 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 per batch (TH/s) Purchase Unit Price (US$/TH/s) Corresponding Total Purchase Price(US$H/S) SALE- 0617- 2024- S21 XP- A- 01 S21 XP October 2024 20,000 5,400,000.00 21.50 116,100,000.00 SALE- 0617- 2024- S21 XP- A- 02 S21 XP November 2024 19,000 5,130,000.00 21.50 110,295,000.00 In Total 39,000 10,530,000.00 / 226,395,000.00 1.3 Total Purchase Price (tax exclusive): US$ 226,395,000.00 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. 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 as agreed in paragraph 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 paragraph 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 obligation to deliver any subsequent Products by 10-day prior notice to the Purchaser and continue to deliver new types of products to the Purchaser, the total hashrate of Page 28 of 31 #98824359v2 which shall be no less than such subsequent 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;


Page 29 of 31 #98824359v2 (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. 3. Payment of the Total Purchase Price 3.1 BITMAIN’s BANK ACCOUNT info: Company Name: Bitmain Technologies Limited Company address: 11/F., Wheelock House, 20 Pedder Street, Central, Hong Kong Account No.: [***] Bank Code: [***] Bank name: [***] Bank address: [***] Swift Code: [***] Page 30 of 31 #98824359v2 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$). Where the Parties agree that such payments shall be made in Digital Currency instead of US Dollars, the exchange rate between the US Dollars and the Digital Currency selected shall be determined by BITMAIN in its sole and absolute discretion. In the event that the Parties agree that the Purchaser may make payment under this Agreement in Digital Currency, unless otherwise explicitly specified herein, the amount of Digital Currency payable by the Purchaser, if converted into US$ 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 mutually agreed by the Parties in writing. Notwithstanding the above, BITMAIN shall have, at any time, the sole and absolute discretion to determine whether to accept a certain form of Fiat Currency, Digital Currency or other property instead of US Dollars for payment for any amount payable by the Purchaser under this Agreement. Unless otherwise agreed by BITMAIN, in the event that the Parties agree that the Purchaser may make payment in Digital Currency, the designated Digital Currency shall be the USDT. In any circumstance, the Purchaser shall not ask for any refund due to the change of exchange rate. 4. Product Replacement and Conditions 4.1 The Parties agree that the Purchaser shall have the option to replace any and all batches of Product(s) hereunder with S21 XP Hyd., S21 XP or S21 XP Imm. (the “Replacement Product”), provided that, (i) the Purchaser shall provide written notification to BITMAIN via email, at least two (2) months prior to the first day of the Shipping Period of the applicable batch of Products, specifying the model(s), quantity and the total hashrate of the Products the Purchaser desires to replace and the model(s) of Replacement Products to be received in exchange; (ii) any total purchase price differences between the originally purchased Product(s) and the Replacement Product(s) shall be adjusted accordingly, with any such additional costs to be borne by the Purchaser. 4.2 Without prejudice to the above, in the event that the Purchaser provides the notification via email as required, BITMAIN and the Purchaser shall enter into a separate written agreement to establish clear arrangements for the purchase and sale of the Replacement Products. 4.3 The Purchaser acknowledges that any replacement under this clause shall not affect the rights and obligations of both Parties under this Agreement except as agreed by the Parties in writing. Page 31 of 31 #98824359v2 APPENDIX B Payment Payment Percentage Payment Date Down Payment 20% 20% 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 30% 30% of the Total Purchase Price of each batch of Products shall be paid: (a) at least three (3) months 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 three (3) months prior to the first day of the Shipping Period of such batch of Products Interim Payment 30% 30% 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 three (3) months prior to the first day of the Shipping Period of such batch of Products Balance Payment 20% 20% of the Total Purchase Price of each batch of Products shall be paid within nine (9) months after the date specified in the Ready-to-Ship Notification for that batch of Products.