Page 5 of 31 #98824359v2 “US$” or “US Dollar(s)” means the lawful currency of the United States of America. “Warranty Period” means the period of time that the Products are covered by the warranty granted by BITMAIN or its Affiliates in accordance...
Page 9 of 31 #98824359v2 compensation shall be made in the form of increase to the Contracted Hashrate by delivery of more Products representing the amount of compensation. If there is balance of compensation owed to Purchaser after deducting the price of increased Products, or the compensation amounts are less than the price of one unit of Product, the balance of the compensation shall be made in the form of credit to the balance of the Purchaser. 4.6 There are (2) batches of Products under this Agreement and each batch shall constitute independent legal obligations of and shall be performed separately by the Parties. The delay of a particular batch shall not constitute waiver of the payment obligations of the Purchaser in respect of other batches. The Purchaser shall not terminate this Agreement solely on the ground of delay of delivery for a single batch of Products. 4.7 The Purchaser shall choose the following shipping method upon receiving the Ready-to-Ship notification: ☐ Shipping by BITMAIN via FedEx/DHL/UPS/other logistics company ☐Self-pick Logistics costs shall be borne by the Purchaser. BITMAIN shall be entitled to collect payments on behalf of the logistics service providers and issue logistics service invoices if the Purchaser requests BITMAIN to send the Products. If the Purchaser requests BITMAIN to send the Products on behalf of the Purchaser, BITMAIN will send a shipping confirmation to the Purchaser after it has delivered the Products to the carrier. 4.8 Notwithstanding anything to the contrary contained in Clauses 4.4 and 4.5, under no circumstances, BITMAIN shall be responsible for any delivery delay caused by the Purchaser or any third party, including but not limited to the carrier, the customs, and the import brokers, nor shall it be liable for damages, whether direct, indirect, incidental, consequential, or otherwise, for any failure, delay or error in delivery of any Products for any reason whatsoever. 4.9 During the transportation of the Products from BITMAIN to the Purchaser and subject to BITMAIN’s cargo insurance obligations, BITMAIN shall not be responsible for, and the Purchaser shall be fully and exclusively responsible for any loss of Product(s), personal injury, property damage, other damage or liability caused by the Product(s) or the transportation of the Product(s) either to the Purchaser or any third party, or theft of the Product(s) during transportation from BITMAIN to the Purchaser. 4.10 BITMAIN has the right to discontinue the sales of the Products and to make changes to its Products at any time, without prior approval from or notice to the Purchaser. Page 10 of 31 #98824359v2 4.11 Without limiting Clause 6, if the Product(s) is rejected and/or returned to BITMAIN due to any reason and regardless of the cause of such delivery failure except due to BITMAIN’s negligence, the Purchaser shall be solely and exclusively liable for and shall defend, fully indemnify and hold harmless BITMAIN against any and all related expenses, fees, charges and costs incurred, arising out of or incidental to such rejection and/or return (the “Return Expense”). Furthermore, if the Purchaser would like to ask for BITMAIN’s assistance in redelivering such Product(s) or in any other manner, and if BITMAIN at its sole discretion decides to provide this assistance, then in addition to the Return Expense, the Purchaser shall also pay BITMAIN an administrative fee in accordance with BITMAIN’s then applicable internal policy. 4.12 If the Purchaser fails to provide BITMAIN with the Confirmation or the shipping address provided by the Purchaser is a false address or does not exist, or the Purchaser rejects to accept the Products when delivered, then subject to Clause 6, any related costs occurred (including storage costs, warehousing charge and labor costs) shall be borne by the Purchaser. 4.13 The Purchaser shall inspect the Products within five (5) days (the “Acceptance Time”) after receiving the Products at Purchaser’s Final Destination (the date of signature on the carrier’s delivery voucher shall be the date of receipt, or the date when the Purchaser self-picks up the Products, whichever is applicable). If the Purchaser does not raise any written objection within the Acceptance Time, the Products delivered by BITMAIN shall be deemed to be in full compliance with the provisions of this Agreement. The Products delivered are neither returnable nor refundable except pursuant to the warranty granted by BITMAIN or its Affiliates in accordance with Clause 6. 5. Customs 5.1 BITMAIN shall obtain in due time and maintain throughout the term of this Agreement (if applicable), any and all approvals, permits, authorizations, licenses and clearances for the export of the Product(s) that are required to be obtained by BITMAIN or the carrier under Applicable Laws. 5.2 The Purchaser shall obtain in due time and maintain throughout the term of this Agreement (if applicable), any and all approvals, permits, authorizations, licenses and clearances required for the import of the Products to the country of delivery as indicated in the shipping information, that are required to be obtained by the Purchaser or the carrier under Applicable Laws, and shall be responsible for any and all additional fees, expenses and charges in relation to the import of the Products. BITMAIN shall provide certificates of origin for the Products upon request from the Purchaser. Page 11 of 31 #98824359v2 5.3 Subject to the terms of this Agreement including Clauses 5.1 and 5.2, BITMAIN shall not be liable for any loss caused by confiscation, seizure, search or other actions taken by government agencies such as customs unless such loss is caused by gross negligence or misrepresentation of BITMAIN. 6. Warranty 6.1 The Warranty Period shall start on the Warranty Start Date and end on the 365th day after the Warranty Start Date. During the Warranty Period, the Purchaser’s sole and exclusive remedy, and BITMAIN’s entire liability, will be to repair or replace, at BITMAIN’s option, the defective part/component of the Product(s) or the defective Product(s) at no charge to the Purchaser. If the Purchaser requires BITMAIN to provide any Warranty services, the Purchaser shall complete the appropriate actions on BITMAIN Website in accordance with the requirements of BITMAIN and send the Product(s) to the place designated by BITMAIN within the time limit required by BITMAIN. Otherwise, BITMAIN shall be entitled to refuse to provide the Warranty services. 6.2 The Parties acknowledge and agree that the warranty provided by BITMAIN as stated in the preceding paragraph does not apply to the following: (a) normal wear and tear; (b) damage resulting from accident, abuse, misuse, neglect, improper handling or improper installation; (c) damage or loss of the Product(s) caused by undue physical or electrical stress, including but not limited to moisture, corrosive environments, high voltage surges, extreme temperatures, shipping, or abnormal working conditions; (d) damage or loss of the Product(s) caused by acts of nature including, but not limited to, floods, storms, fires, and earthquakes; (e) damage caused by operator error, or non-compliance with instructions as set out in accompanying documentation provided by BITMAIN; (f) alterations by persons other than BITMAIN, or its associated partners or authorized service facilities; (g) Product(s), on which the original software has been replaced or modified by persons other than BITMAIN, or its associated partners or authorized service facilities; Page 12 of 31 #98824359v2 (h) counterfeit products; (i) damage or loss of data due to interoperability with current and/or future versions of operating system, software and/or hardware; (j) damage or loss of data caused by improper usage and behavior which is not recommended and/or permitted in the product documentation provided by BITMAIN; (k) failure of the Product(s) caused by usage of products not supplied by BITMAIN; and (l) burnt hash boards or chips. In case the warranty is voided, BITMAIN may, with prior written agreement between the Parties, provide repair service to the Purchaser, and the Purchaser shall bear all related expenses and costs. 6.3 Notwithstanding anything to the contrary herein, the Purchaser acknowledges and agrees that the Products provided by BITMAIN do not guarantee any cryptocurrency mining time and, BITMAIN shall not be liable for any cryptocurrency mining time loss or cryptocurrency mining revenue loss that are caused by downtime of any part/component of the Products. BITMAIN does not warrant that the Products will meet the Purchaser’s requirements or the Products will be uninterrupted or error free. Except as provided in Clause 6.1, BITMAIN makes no warranties to the Purchaser with respect to the Products, and no warranties of any kind, whether written, oral, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose or non-infringement or arising from course of dealing or usage in trade shall apply. 6.4 In the event of any ambiguity or discrepancy between this Clause 6 and BITMAIN’s After-sales Service Policy on BITMAIN Website from time to time, it is intended that the After-sales Service Policy shall prevail and the Parties shall comply with and give effect to the After-sales Service Policy. Please refer to BITMAIN Website for detailed terms of warranty and after-sales maintenance. BITMAIN has no obligation to notify the Purchaser of the update or modification of such terms. 6.5 During the Warranty Period, if the hardware of the Product(s) needs to be repaired or replaced, the Purchaser shall bear the logistics costs of shipping the Product(s) to the address designated by BITMAIN, and BITMAIN shall bear the logistics costs of shipping back the repaired or replaced Product(s) to the address designated by the Purchaser. The Purchaser shall bear all and any additional costs incurred due to incorrect or incomplete delivery information provided by the Purchaser and all and any risks of loss or damage to the Product(s), or the parts or components of the Products(s)
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/ Xxxxx Xxx Title Signed for and on behalf of the Purchaser IE US HARDWARE 1 INC Signature /s/ Xxxx Xxxxxxx Title Director IE US HARDWARE 1 INC Signature /s/ Xxxxx Xxxxxxxx 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;