Common use of Representations, Warranties and Agreements of Company Clause in Contracts

Representations, Warranties and Agreements of Company. Company represents, warrants and agrees that, as of the Effective Date of this Agreement and of each Schedule: (a) Company has the form of business organization indicated, and is and will remain duly organized and existing in good standing under the laws of the province specified, under Company's signature and is duly qualified to do business wherever necessary to perform its obligations under the Equipment Financing Documents, including each jurisdiction in which the Equipment is or will be located. Company's legal name is as shown in the preamble of this Agreement, and Company's Business Identification Number and organizational number are as set forth under Company's signature. Within the previous six (6) years, Company has not changed its name, done business under any other name, or merged or been the surviving entity of any merger, except as disclosed to Trinity in writing. (b) The Equipment Financing Documents have been duly authorized, do not require the approval of, or giving notice to, any governmental authority, do not contravene or constitute a default under any applicable law, Company's organizational documents, or any agreement to which Company is a party or by which it may be bound. (c) There are no pending actions or proceedings to which Company is a party, and there are no other pending or threatened actions or proceedings of which Company has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect (as such term is hereinafter defined). (d) Company is not in default under any agreement, which default can reasonably be expected to have a Material Adverse Effect. As used herein, "Material Adverse Effect" shall mean (i) a material adverse effect on the business, condition (financial or otherwise), prospects, operations, performance or properties of Company and its parent Hut 8 Mining Corp. and each of their respective subsidiaries taken as a whole, or (ii) a material impairment of the ability of Company to perform its obligations under or remain in compliance with such Schedule or any Equipment Financing Documents. (e) The Equipment covered by such Schedule is or shall be located solely in the jurisdiction(s) specified in such Schedule. (f) All Equipment consists (and shall continue to consist) solely of personal property and not fixtures, and is removable from, and is not essential to, the premises at which it is located and shall be used for business purposes only and are not used in the farming industry. (g) The financial statements of Hut 8 Mining Corp. (copies of which have been furnished to Trinity) have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), and fairly present Hut 8 Mining Corp's financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations. (h) With respect to any Collateral (as such term is hereinafter defined), Company has good title to, rights in, and/or power to transfer all of the same. (i) No Supplier is an affiliate of Company. (j) The Supply Contract (as such term is hereinafter defined) represents an arms' length transaction and the purchase price for the Equipment specified therein is the amount obtainable in an arms' length transaction between a willing and informed buyer and a willing and informed seller under no compulsion to sell. This Agreement is a loan, not a lease. Company waives any right to require Trinity to sell, re-loan, or otherwise use or dispose of the Equipment in mitigation of Trinity's damages or that may otherwise limit or modify any of Trinity's rights or remedies hereunder.

Representations, Warranties and Agreements of Company. Company represents, warrants and agrees that, as of the Effective Date of this Agreement and of each Schedule: (a) Company has the form of business organization indicated, and is and will remain duly organized and existing in good standing under the laws of the province state specified, under Company's ’s signature and is duly qualified to do business wherever necessary to perform its obligations under the Equipment Financing Documents, including including, to the extent necessary, each jurisdiction in which the Equipment is or will be located. Company's ’s legal name is as shown in the preamble of this Agreement, and Company's Business ’s Federal Employer Identification Number and organizational number are as set forth under Company's ’s signature. Within the previous six (6) years, Company has not changed its name, done business under any other name, or merged or been the surviving entity of any merger, except as disclosed to Trinity in writing. (b) The Equipment Financing Documents have been duly authorized, do not require the approval of, or giving notice to, any governmental authority, do not contravene or constitute a default under any applicable law, Company's ’s organizational documents, or any agreement to which Company is a party or by which it may be bound. (c) There are no pending actions or proceedings to which Company is a party, and there are no other pending or threatened (in writing) actions or proceedings of which Company has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect (as such term is hereinafter defined)Effect. (d) Company is not in default under any agreement, which default can reasonably be expected to have a Material Adverse Effect. As used herein, "“Material Adverse Effect" ” shall mean (i) a material adverse effect on the business, condition (financial or otherwise), prospectscondition, operations, performance or properties of Company and its parent Hut 8 Mining Corp. and each of their respective subsidiaries taken as a wholeCompany, or (ii) a material impairment of the ability of Company to perform its obligations under or remain in compliance with such Schedule or any Equipment Financing Documents. (e) The Equipment covered by such Schedule is or shall be located solely in the jurisdiction(s) specified in such ScheduleSchedule or in such other jurisdiction specified in a written notice or report provided to Trinity. (f) All Equipment consists (and shall continue to consist) solely of personal property and not fixtures, and is removable from, and is not essential to, the premises at which it is located and shall be used for business purposes only and are not used in the farming industrylocated. (g) The financial statements of Hut 8 Mining Corp. Company (copies of which have been furnished to Trinity) have been prepared in accordance with generally accepted accounting principles consistently applied ("“GAAP"”), and fairly present Hut 8 Mining Corp's Company’s financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations. (h) With respect to any Collateral (as such term is hereinafter defined)Collateral, Company has good title to, rights in, and/or power to transfer all of the same. (i) No Supplier is an affiliate of Company. (j) The Supply Contract (as such term is hereinafter defined) represents an arms' ’ length transaction and the purchase price for the Equipment specified therein is the amount obtainable in an arms' ’ length transaction between a willing and informed buyer and a willing and informed seller under no compulsion to sell, at manufacturer’s net invoice price. This Agreement is a loan, not an equipment financing. In case it is recharacterized as a lease, however, Company waives any rights it could have under UCC Sections 2A-508 through 2A-522, including, but not limited to, Company’s right to (1) cancel or repudiate any Schedule; (2) reject or revoke acceptance of the Equipment; (3) deduct from Payments any part of any claimed damages resulting from Trinity’s default under the Schedule; or (4) recover from Trinity any general, special, incidental, or consequential damages. Company waives any right to require Trinity to sell, re-loanlease, or otherwise use or dispose of the Equipment in mitigation of Trinity's ’s damages or that may otherwise limit or modify any of Trinity's ’s rights or remedies hereunder.

Representations, Warranties and Agreements of Company. Company represents, warrants and agrees that, as of the Effective Date of this Agreement and of each ScheduleDraw: (a) Company has the form of business organization indicatedindicated in the Schedule, and is and will remain duly organized and existing in good standing under the laws of the province specified, under Company's signature state specified and is duly qualified to do business wherever necessary to perform its obligations under the Equipment Financing Documents, including each jurisdiction in which the Equipment is or will be located. Company's ’s legal name is as shown in the preamble of this Agreement, and Company's Business ’s Federal Employer Identification Number and organizational number are as set forth under Company's signature’s signature to this Agreement. Within the previous six (6) years, Company has not changed its name, done business under any other name, or merged or been the surviving entity of any merger, except as disclosed to Trinity in writing. (b) The Equipment Financing Documents have been duly authorized, do not require the approval of, or giving notice to, any governmental authority, do not contravene or constitute a default under any applicable law, Company's ’s organizational documents, or any agreement to which Company is a party or by which it may be bound. (c) There are no pending actions or proceedings to which Company is a party, and there are no other pending or threatened actions or proceedings of which Company has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect (as such term is hereinafter defined)Effect. (d) Company is not in default under any agreement, which default can reasonably be expected to have a Material Adverse Effect. As used herein, "“Material Adverse Effect" ” shall mean (i) a material adverse effect on the business, condition (financial or otherwise)condition, operations, prospects, operations, performance or properties of Company and its parent Hut 8 Mining Corp. and each of their respective subsidiaries Company, taken as a whole, whole or (ii) a material impairment of the ability of Company to perform its obligations under or remain in compliance with such Schedule or any Equipment Financing Documents. (e) The Equipment covered by such Schedule is or shall be located solely in the jurisdiction(s) specified in such Schedule. (f) All Equipment consists (and shall continue to consist) solely of personal property and not fixtures, and is removable from, and is not essential to, the premises at which it is located and shall be used for business purposes only and are not used in the farming industrylocated. (g) The financial statements of Hut 8 Mining Corp. Company (copies of which have been furnished to Trinity) have been prepared in accordance with generally accepted accounting principles consistently applied ("“GAAP"”), and fairly present Hut 8 Mining Corp's Company’s financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations. (h) With respect to any Collateral (as such term is hereinafter defined)Collateral, Company has good title to, rights in, and/or power to transfer all of the same. (i) No Supplier is an affiliate of Company. (j) The Supply Contract (as such term is hereinafter defined) represents an arms' length transaction and the purchase price for the Equipment specified therein is the amount obtainable in an arms' length transaction between a willing and informed buyer and a willing and informed seller under no compulsion to sell. This Agreement is a loan, not a lease. Company waives any right to require Trinity to sell, re-loan, or otherwise use or dispose of the Equipment in mitigation of Trinity's damages or that may otherwise limit or modify any of Trinity's rights or remedies hereunder.an

Representations, Warranties and Agreements of Company. Company represents, warrants and agrees that, as of the Effective Date of this Agreement and of each Schedule: (a) Company has the form of business organization indicated, and is and will remain duly organized and existing in good standing under the laws of the province state specified, under Company's ’s signature and is duly qualified to do business wherever necessary to perform its obligations under the Equipment Financing Documents, including each jurisdiction in which the Equipment is or will be located. Company's ’s legal name is as shown in the preamble of this Agreement, and Company's Business ’s Federal Employer Identification Number and organizational number are as set forth under Company's ’s signature. Within the previous six (6) years, Company has not changed its name, done business under any other name, or merged or been the surviving entity of any merger, except as disclosed to Trinity in writing. (bb)(i) The Equipment Financing Documents have been duly authorized, (ii) do not require the approval of, or giving notice to, any governmental authority, except any consents or notices which have been obtained prior to the Effective Date or of which failure to obtain or deliver would not reasonably be expected to result in a Material Adverse Effect, (iii) do not contravene or constitute a default under any applicable law, Company's ’s organizational documents, or any agreement to which Company is a party or by which it may be bound, or, any applicable law. (c) There Except for the Class Action Litigation and the Derivative Action (each as defined below), there are no pending actions or proceedings to which Company is a party, and there are no other pending or threatened actions or proceedings of which Company has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect (as such term is hereinafter defined)Effect. (d) Company is not in default under any agreement, which default can reasonably be expected to have a Material Adverse Effect. As used herein, "“Material Adverse Effect" ” shall mean (i) a material adverse effect on the business, condition (financial or otherwise)condition, operations, prospects, operations, performance or properties of Company and its parent Hut 8 Mining Corp. and each of their respective subsidiaries taken as a wholeCompany, or (ii) a material impairment of the ability of Company to perform its obligations under or remain in compliance with such Schedule or any Equipment Financing Documents. (e) The Equipment covered by such Schedule is or shall be located solely in the jurisdiction(s) specified in such Schedule. (f) All Under the applicable laws of each such jurisdiction, such Equipment consists (and shall continue to consist) solely of personal property and not fixtures, and is removable from, and is not essential to, the premises at which it is located and shall be used for business purposes only and are not used in the farming industrylocated. (g) The financial statements of Hut 8 Mining Corp. Company for the period ending December 31, 2021 (copies of which have been furnished to Trinity) have been prepared in accordance with generally accepted accounting principles consistently applied ("“GAAP"”), and fairly present Hut 8 Mining Corp's Company’s financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations. (h) With respect to any Collateral (as such term is hereinafter defined)Collateral, Company has good title to, rights in, and/or power to transfer all of the same. (i) No Supplier is an affiliate of Company. (j) The Supply Contract (as such term is hereinafter defined) represents an arms' ’ length transaction and the purchase price for the Equipment specified therein is the amount obtainable in an arms' ’ length transaction between a willing and informed buyer and a willing and informed seller under no compulsion to sell, at manufacturer’s net invoice price. This Agreement is a loan, not an Page 2 of NUMPAGES \* Arabic \* MERGEFORMAT 12 FILENAME \* MERGEFORMAT MEFA - CLEANSPARK equipment financing. In case it is recharacterized as a lease, however, Company waives any rights it could have under UCC Sections 2A-508 through 2A-522, including, but not limited to, Company’s right to (1) cancel or repudiate any Schedule; (2) reject or revoke acceptance of the Equipment; (3) deduct from Payments any part of any claimed damages resulting from Trinity’s default under the Schedule; or (4) recover from Trinity any general, special, incidental, or consequential damages. Company waives any right to require Trinity to sell, re-loanlease, or otherwise use or dispose of the Equipment in mitigation of Trinity's ’s damages or that may otherwise limit or modify any of Trinity's ’s rights or remedies hereunder.