Common use of Conditions to Investor’s Obligation to Purchase Clause in Contracts

Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion: 6.1. Company shall have executed this Agreement, the Note, the Warrant, the Escrow Agreement and the Pledge Agreement and delivered the same to Investor. 6.2. Mining Sub shall have executed this Agreement, the Note, the Escrow Agreement, and the Mining Sub Security Agreement and delivered the same to Investor. 6.3. Company’s Chief Executive Officer or President shall have executed the Officer’s Certificate and delivered the same to Investor. 6.4. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit G acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”). 6.5. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit H evidencing Company’s approval of the Transaction Documents. 6.6. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit I to be delivered to the Transfer Agent. 6.7. Mining Sub shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit J evidencing Mining Sub’s approval of the Transaction Documents. 6.8. Company and Mining Sub shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by either such Borrower herein or therein.

Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion: 6.1. Company shall have executed this Agreement, the Note, the Warrant, the Escrow Agreement and the Pledge Agreement Note and delivered the same to Investor. 6.2. Mining Sub shall have executed this Agreement, the Note, the Escrow Agreement, and the Mining Sub Security Agreement and delivered the same to Investor. 6.3. Company’s Chief Executive Officer or President shall have executed the Officer’s Certificate and delivered the same to Investor. 6.4. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit G B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”). 6.56.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit H C evidencing Company’s approval of the Transaction Documents. 6.66.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit I D to be delivered to the Transfer Agent. 6.5. Company shall have filed a Prospectus Supplement for $1,500,000.00 under the Shelf registering Common Stock for conversion under the Note. 6.6. Company shall have received stockholder Approval for the issuance of Common Stock under the Note in excess of the Issuance Cap (as defined in the Note) and filed a PRE 14C with respect to such Approval. 6.7. Mining Sub shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit J evidencing Mining Sub’s approval of the Transaction Documents. 6.8. Company and Mining Sub shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by either such Borrower Company herein or therein. 6.8. Company shall have filed a preliminary Schedule 14C Information Statement with the SEC to approve the Note and the issuance of Conversion Shares that exceed the limit set forth in Nasdaq Listing Rule 5635(d), if necessary.

Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities Notes at the Closing Closings is subject to the satisfaction, on or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion: 6.14.1. With respect to the Note #1 Closing, the Company shall have executed this Agreement, the Note, the Warrant, the Escrow Agreement and the Pledge Agreement and delivered the same to Investor. 6.24.2. Mining Sub With respect to each Closing, the Company shall have executed this Agreement, the Note, the Escrow Agreement, and the Mining Sub Security Agreement and delivered the same applicable Note to Investor. 6.34.3. Company’s Chief Executive Officer or President shall have executed With respect to the Officer’s Certificate and delivered the same to Investor. 6.4. Note #1 Closing, Company shall have delivered to Investor a fully executed Irrevocable Executed Letter of Instructions to Transfer Agent (the “TA LetterLetter #1”) substantially in the form attached hereto as Exhibit G C acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”). 6.54.4. With respect to the Note #2 Closing, if any, Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (“TA Letter 2”) substantially in the form attached hereto as Exhibit D acknowledged and agreed to in writing by the Transfer Agent. 4.5. With respect to each Closing, the Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit H Exhibits E and F, respectively, evidencing Company’s approval of the Transaction Documents. 6.64.6. With respect to each Closing, the Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit I Exhibits G and H, respectively, to be delivered to the Transfer Agent. 6.74.7. Mining Sub shall have delivered With respect to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit J evidencing Mining Sub’s approval of the Transaction Documents. 6.8. each Closing, Company and Mining Sub shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by either such Borrower Company herein or therein.

Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion: 6.1. Company shall have executed this Agreement, the Note, the Warrant, the Escrow Agreement Note and the Pledge Company Security Agreement and delivered the same to Investor. 6.2. Mining Sub Boatworks shall have executed this Agreement, the Note, the Escrow Agreement, Note and the Mining Sub Boatworks Security Agreement and delivered the same to Investor. 6.3. Company shall have delivered to Investor a certificate representing the Origination Shares. 6.36.4. Company’s Chief Executive Officer or President shall have executed the Officer’s Certificate and the Guaranty and delivered the same to Investor. 6.4. 6.5. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit G F acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”). 6.56.6. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit H G evidencing Company’s approval of the Transaction Documents. 6.66.7. Boatworks shall have delivered to Investor a fully executed Manager’s Certificate substantially in the form attached hereto as Exhibit H evidencing Boatworks’ approval of the Transaction Documents. 6.8. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit I to be delivered to the Transfer Agent. 6.7. Mining Sub shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit J evidencing Mining Sub’s approval of the Transaction Documents. 6.8. Company and Mining Sub shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by either such Borrower herein or therein.

Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion: 6.17.1. Company shall have executed this Agreement, the Note, the Warrant, the Escrow Agreement and the Pledge Agreement Note and delivered the same to Investor. 6.27.2. Mining Sub CW Navigation shall have delivered to Investor a fully executed this copy of the Pledge Agreement, the Note, the Escrow Agreement, and the Mining Sub Security Agreement and delivered the same to Investor. 6.3. Company’s Chief Executive Officer or President shall have executed the Officer’s Certificate and delivered the same to Investor. 6.47.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (with respect to the “TA Letter”) Conversion Shares substantially in the form attached hereto as Exhibit G D acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”). 6.57.4. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instruction to Transfer Agent with respect to the Pledged Shares substantially in the form attached hereto as Exhibit E acknowledged in writing by the Transfer Agent. 7.5. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit H F evidencing Company’s approval of the Transaction Documents. 6.67.6. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit I G to be delivered to the Transfer Agent. 6.77.7. Mining Sub Each of Company and CW Navigation shall have executed and delivered to Investor a fully executed Escrow Agreement substantially in the form attached hereto as Exhibit H (the “Escrow Agreement”) to be delivered to Xxxxxx Black Xxxxxxxx Xxxxxxxx PLLC, as escrow agent (“Escrow Agent”), along with the share certificates representing the Pledged Shares (together with signed irrevocable stock powers with original medallion signature guarantees annexed thereto) being pledged pursuant to the Pledge Agreement to be held therein by Escrow Agent pursuant to the terms of the Escrow Agreement. 7.8. Company shall have delivered to Investor a fully executed Secretary’s Certificate copy of the Subordination Agreement substantially in the form attached hereto as Exhibit J evidencing Mining Sub’s approval of I (the Transaction Documents“Subordination Agreement”). 6.87.9. Company and Mining Sub shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by either such Borrower Company herein or therein.

Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion: 6.1. Company shall have executed this Agreement, the Note, the Warrant, the Escrow Agreement and the Pledge Agreement Note and delivered the same to Investor. 6.2. Mining Sub MCOA CA shall have executed this Agreement, the Note, the Escrow Agreement, Agreement and the Mining Sub Security Agreement Note and delivered the same to Investor. 6.3. Company’s Chief Executive Officer or President shall have executed the Officer’s Certificate and delivered the same to Investor. 6.4. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit G E acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”). 6.5. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit H F evidencing Company’s approval of the Transaction Documents. 6.6. MCOA CA shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit G evidencing MCOA CA’s approval of the Transaction Documents. 6.7. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit I H to be delivered to the Transfer Agent. 6.76.8. Mining Sub Borrower shall have executed and delivered to Investor a fully executed Secretary’s Certificate substantially an Environmental Certification and Indemnity Agreement in the form attached hereto as Exhibit J I. 6.9. Company’s partially-owned subsidiaries, Green Venture Capital Corporation and Bougainville Ventures, Inc. shall have executed and delivered to Investor the Trust Deed and Secretary’s Certificates evidencing Mining Sub’s their approval of the Transaction Documentsthis transaction. 6.86.10. Company and Mining Sub MCOA CA shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by either such Borrower Company herein or therein.

Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities Initial Pre-Paid Purchase at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion: 6.18.1. Company shall have executed this Agreement, the Note, the Warrant, the Escrow Agreement and the Pledge Agreement Initial Pre-Paid Purchase and delivered the same to Investor. 6.28.2. Mining Sub Company shall have issued the Commitment Shares to Investor. 8.3. Company shall have executed this a Registration Rights Agreement in substantially the form attached hereto as Exhibit B (the “Registration Rights Agreement, the Note, the Escrow Agreement, and the Mining Sub Security Agreement ”) and delivered the same to Investor. 6.3. Company’s Chief Executive Officer or President shall have executed the Officer’s Certificate and delivered the same to Investor. 6.48.4. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit G C acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”). 6.58.5. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit H D evidencing Company’s approval of the Transaction Documents. 6.68.6. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit I E to be delivered to the Transfer Agent. 6.78.7. Mining Sub Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in filed its December 31, 2023 Form 10-K and March 31, 2024 Form 10-Q with the form attached hereto as Exhibit J evidencing Mining Sub’s approval of the Transaction DocumentsSEC. 6.88.8. Company and Mining Sub shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by either such Borrower Company herein or therein.

Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion: 6.1. Company shall have executed this Agreement, the Note, the Warrant, the Escrow Agreement Note and the Pledge Agreement Trust Deed and delivered the same to Investor. . 6.2. Mining Sub Company shall have delivered to Investor that certain Consent and Agreement in the form attached hereto as Exhibit E (the “Consent”) executed this Agreement, the Note, the Escrow Agreement, and the Mining Sub Security Agreement and delivered the same to Investor. by all applicable parties. 6.3. Company’s Chief Executive Officer or President Company shall have delivered to Investor that certain Subordination Agreement in the form attached hereto as Exhibit F (the “Subordination Agreement”) executed the Officer’s Certificate and delivered the same to Investorby all applicable parties. 6.4. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit G acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”). 6.5. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit H evidencing Company’s approval of the Transaction Documents. 6.6. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit I to be delivered to the Transfer Agent. 6.7. Mining Sub shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit J evidencing Mining Sub’s approval of the Transaction Documents. 6.8. Company and Mining Sub shall have delivered to Investor fully executed copies of the Trust Deed and all other Transaction Documents required to be executed by either such Borrower Company herein or therein.

Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion: 6.17.1. Company shall have executed this Agreement, the Note, the Warrant, the Escrow Agreement and the Pledge Agreement and delivered the same to Investor. 6.27.2. Mining Sub Company shall have delivered to Investor the duly executed this Agreement, the Note, the Escrow Agreement, Note and the Mining Sub Security Agreement and delivered the same to InvestorWarrant in accordance with Section 1.2 above. 6.37.3. Company’s Chief Executive Officer or President CW Navigation shall have delivered to Investor a fully executed copy of the Officer’s Certificate and delivered the same to InvestorPledge Agreement. 6.47.4. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (with respect to the “TA Letter”) Conversion Shares and the Warrant Shares substantially in the form attached hereto as Exhibit G D acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”). 6.57.5. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instruction to Transfer Agent with respect to the Collateral Shares substantially in the form attached hereto as Exhibit E. 7.6. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit H F evidencing Company’s approval of the Transaction Documents. 6.67.7. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit I G to be delivered to the Transfer Agent. 6.77.8. Mining Sub Each of Company and CW Navigation shall have executed and delivered to Investor a fully executed Escrow Agreement substantially in the form attached hereto as Exhibit H (the “Escrow Agreement”) to be delivered to Xxxxxx Black Xxxxxxxx Xxxxxxxx PLLC, as escrow agent (“Escrow Agent”), along with the share certificates representing the Collateral Shares (together with signed irrevocable stock powers with original medallion signature guarantees annexed thereto) being pledged pursuant to the Pledge Agreement to be held therein by Escrow Agent pursuant to the terms of the Escrow Agreement. 7.9. Company shall have delivered to Investor a fully executed Secretary’s Certificate copy of the Subordination Agreement substantially in the form attached hereto as Exhibit J evidencing Mining Sub’s approval of the Transaction Documents.I. 6.87.10. Company and Mining Sub shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by either such Borrower Company herein or therein.

Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion: 6.1. Company shall have executed this Agreement, the Note, the Warrant, the Escrow Agreement and the Pledge Agreement and delivered the same to Investor. 6.2. Mining Sub Company shall have executed this Agreement, the Note, the Escrow Agreement, and the Mining Sub Security Agreement issued and delivered the same Preferred Shares to Investor. 6.3. Company’s Chief Executive Officer or President shall have executed the Officer’s Certificate and delivered the same to Investor. 6.4. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit G B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”). 6.56.4. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit H C evidencing Company’s approval of the Transaction Documents. 6.66.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit I D to be delivered to the Transfer Agent. 6.6. Prior to the Closing Date, each of the following shall have occurred: (i) Company’s Class A Shares are listed and quoted for trading on Nasdaq and not subject to any halt, chill, or other suspension from trading; (ii) Company shall have filed the Certificate of Designations with the State of Delaware and received confirmation from the State of Delaware that such Certificate of Designations has been accepted and approved; and (iii) Company has obtained the Approval and, if required by Nasdaq, filed a PRE14C in connection with the Approval with the SEC (collectively, the “Preferred Shares Closing Conditions”). 6.7. Mining Sub From the Execution Date to the Closing Date, Company shall not have breached or defaulted under any term or provision of any of the Transaction Documents, including the covenants in the Certificate of Designations. 6.8. Company shall have delivered to Investor executed lock-up agreements with the persons set forth on Schedule 6.8 (the “Lock-Up Agreements). The Lock-Up Agreements shall be in a fully executed Secretary’s Certificate substantially in form reasonably satisfactory to Investor and restrict each such person from selling Class A Shares for a period beginning on the form attached hereto as Exhibit J evidencing Mining Sub’s approval of execution date and ending six (6) months following the Transaction Documentsdate that the Pre-Delivery Shares and the Conversion Shares are eligible for resale by Investor pursuant to either an effective Registration Statement or Rule 144, whichever occurs first (the “Free Trading Date”). 6.86.9. Company and Mining Sub shall have delivered issued the Pre-Delivery Shares to Investor fully executed copies of all other Transaction Documents required to be executed by either such Borrower herein or thereinInvestor.

Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion: 6.1. Company shall have executed this Agreement, the Note, the Warrant, the Escrow Agreement and the Pledge Agreement Note and delivered the same to Investor. 6.2. Mining Sub Guarantor shall have executed this Agreement, the Note, the Escrow Agreement, and the Mining Sub Security Agreement Guaranty and delivered the same to Investor. 6.3. Company’s Chief Executive Officer or President shall have executed the Officer’s Certificate and delivered the same to Investor. 6.4. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit G E acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”). 6.5. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit H F evidencing Company’s approval of the Transaction Documents. 6.6. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit I G to be delivered to the Transfer Agent. 6.7. Mining Sub Guarantor shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit J H evidencing Mining SubGuarantor’s approval of the Transaction DocumentsGuaranty. 6.8. Company and Mining Sub shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by either such Borrower Company herein or therein.