EX-10.1




 Exhibit 10.1 

Supplementary Agreement on Contract 

No.SFA-20210901-M30-101

 This Supplementary agreement (this “Agreement”) is made and entered into on November 4, 2022 (the “Effective Date”) by and
among: 
 Super Acme Technology (Hong Kong) Limited (company No. of 2676338), a business company incorporated under the laws of Hong
Kong and having its registered office at FLAT/RM A 12/F KIU FU COMM BLDG 300 LOCKHART RD WAN CHAI HONGKONG (“the Seller” or “Party A” ); and 

Cipher Mining Technologies Inc., a Delaware corporation and having its address at One Vanderbilt Avenue, Floor 54, Suite C, New York,
NY, 10017 United States of America (“Buyer” or “Party B”). 
 Whereas, Party A and Party B are parties to the Framework
Agreement on Supply of Blockchain Servers, Agreement No.: SFA-20210901-M30-101 (the “Framework Agreement”): on
September 2, 2021, and the “Amended and Restated Framework Agreement on Supply of Blockchain Servers, Agreement No.
SFA-20210901-M30-101dated as of May 6, 2022 (the “Amended and Restated Framework Agreement”); and 

Wherease, the server model, performance parameters and prices set forth in the Amended and Restated Framework Agreement are as follows: 

 

																									
	 	  	Model	 	 	Hash Rate
(TH/s) 	 	 	Power on Wall
(w/T)	 	 	Fixed Price	 	  	Quantity	 	  	Subtotal Based on
Fixed Price	 
	 Deposit for supply with fixed price
	  	 	M30S	++ 	 	 	110	±5% 	 	 	31	±5% 	 	 	4,782.40	 	  	 	18000	 	  	 	86,083,200.00	 
		  	 	M30S	+ 	 	 	100	±5% 	 	 	34	±5% 	 	 	3,790.00	 	  	 	6000	 	  	 	22,740,000.00	 
		  	 	M30S	 	 	 	88	±5% 	 	 	38	±5% 	 	 	2,904.00	 	  	 	6000	 	  	 	17,424,000.00	 
		  				 	 	Fixed price in Total	 	 				  	 	30000	 	  	 	126,247,200.00	 
							
	 	  	Model	 	 	Hash Rate
(TH/s) 	 	 	Power on Wall
(w/T)	 	 	Average Of Max. Price
and Min. Price	 	  	Quantity	 	  	Subtotal Based on
Average Price	 
		  	 	M30S	++ 	 	 	110	±5% 	 	 	31	±5% 	 	 	4,978.40	 	  	 	18000	 	  	 	89,611,200.00	 
	 Deposit for supply with floating price
	  	 	M30S	+ 	 	 	100	±5% 	 	 	34	±5% 	 	 	3,945.00	 	  	 	6000	 	  	 	23,670,000.00	 
		  	 	M30S	 	 	 	88	±5% 	 	 	38	±5% 	 	 	3,014.00	 	  	 	6000	 	  	 	18,084,000.00	 
		  				 	 	Floating Price in Total	 	 				  	 	30000	 	  	 	131,365,200.00	 
		  				 	 	In Total	 	 				  	 	60000	 	  	 	257,612,400.00	 












 Whereas, based on negotiation and mutual agreement, Party A and Party B reach the following
agreement, which shall be executed by both parties: 
  

	 	1.	 As of September 17, 2022, Party A has delivered 17,833 units from July to August 2022, including 7,361
units with fixed price and 10,472 units with floating price. The delivery details are given as below: 


  

											
	 Model
	 	 Hash Rate
	 	 Power Efficiency
	 	 Quantity
	 	 UNIT PRICE/(USD)
	 	 AMOUNT/USD

	 M30S
	 	84	 	38	 	82	 	US$2,772.00	 	US$227,304.00
	 M30S
	 	86	 	38	 	247	 	US$2,838.00	 	US$700,986.00
	 M30S
	 	88	 	38	 	972	 	US$2,904.00	 	US$2,822,688.00
	 M30S
	 	90	 	38	 	609	 	US$2,970.00	 	US$1,808,730.00
	 M30S
	 	92	 	38	 	55	 	US$3,036.00	 	US$166,980.00
	 M30S+
	 	94	 	34	 	2	 	US$3,562.60	 	US$7,125.20
	 M30S+
	 	96	 	34	 	75	 	US$3,638.40	 	US$272,880.00
	 M30S+
	 	98	 	34	 	85	 	US$3,714.20	 	US$315,707.00
	 M30S+
	 	100	 	32	 	13	 	US$3,790.00	 	US$49,270.00
	 M30S+
	 	100	 	34	 	819	 	US$3,790.00	 	US$3,104,010.00
	 M30S+
	 	102	 	34	 	991	 	US$3,865.80	 	US$3,831,007.80
	 M30S++
	 	104	 	31	 	26	 	US$4,440.80	 	US$115,460.80
	 M30S++
	 	106	 	31	 	2300	 	US$4,526.20	 	US$10,410,260.00
	 M30S++
	 	108	 	31	 	1067	 	US$4,611.60	 	US$4,920,577.20
	 M30S++
	 	110	 	31	 	18	 	US$4,697.00	 	US$84,546.00
	 M30S
	 	86	 	38	 	151	 	US$1,591.00	 	US$240,241.00
		 	Total fixed price:	 	7361	 		 	US$28,837,532.00













											
	 M30S
	 	88	 	38	 	960	 	US$1,628.00	 	US$1,562,880.00
	 M30S
	 	90	 	38	 	845	 	US$1,665.00	 	US$1,406,925.00
	 M30S
	 	92	 	38	 	27	 	US$1,702.00	 	US$45,954.00
	 M30S+
	 	98	 	34	 	161	 	US$2,136.40	 	US$343,960.40
	 M30S+
	 	100	 	34	 	1000	 	US$2,180.00	 	US$2,180,000.00
	 M30S+
	 	102	 	34	 	926	 	US$2,223.60	 	US$2,059,053.60
	 M30S++
	 	98	 	31	 	3	 	US$2,469.60	 	US$7,408.80
	 M30S++
	 	100	 	31	 	239	 	US$2,520.00	 	US$602,280.00
	 M30S++
	 	100	 	32	 	6	 	US$2,520.00	 	US$15,120.00
	 M30S++
	 	102	 	31	 	943	 	US$2,570.40	 	US$2,423,887.20
	 M30S++
	 	102	 	32	 	3	 	US$2,570.40	 	US$7,711.20
	 M30S++
	 	104	 	31	 	2446	 	US$2,620.80	 	US$6,410,476.80
	 M30S++
	 	104	 	32	 	6	 	US$2,620.80	 	US$15,724.80
	 M30S++
	 	106	 	31	 	1012	 	US$2,671.20	 	US$2,703,254.40
	 M30S++
	 	106	 	32	 	36	 	US$2,671.20	 	US$96,163.20
	 M30S++
	 	108	 	31	 	1621	 	US$2,721.60	 	US$4,411,713.60
	 M30S++
	 	108	 	32	 	10	 	US$2,721.60	 	US$27,216.00
	 M30S++
	 	110	 	31	 	77	 	US$2,772.00	 	US$213,444.00
		 	Total floating price: 	 	10472	 	Floating price total: 	 	US$24,773,414.00
		 	In total: 	 	17833	 	In total: 	 	US$53,610,946.00

  

	 	2.	 As of September 15, 2022, Party B has paid USD 101,818,600.00, including USD 59,104,480.00 for fixed
payment and USD 42,714,120.00 for floating payment. 


  

					
	 Total Payment for fixed portion
	  	US$	59,104,480.00	 
	 Total Amounts Shipped
	  	US$	28,837,532.00	 
	 Total Amount Left for fixed Portion
	  	US$	30,266,948.00	 
	 Total Payment for Floating Portion
	  	US$	42,714,120.00	 
	 Total Amount shipped for floating Portion
	  	US$	24,773,414.00	 
	 Total Amount left for Floating Portion
	  	US$	17,940,706.00	 












 The remaining amount USD 48,207,654.00 (calculated as USD 101,818,600.00 minus USD 53,610,946.00) will be
used for the purchase of M30S++/M30S+/M30S with the new price as set forth below and Buyer will not be obligated to send any further money to Seller. 
  

									
	 Model
	  	fixed (USD/TH)	 	  	Floating (USD/TH)	 
	 M30S
	  	 	24.4	 	  	 	18.5	 
	 M30S+
	  	 	28.4	 	  	 	21.8	 
	 M30S++
	  	 	32	 	  	 	25.2	 

 Both parties agree that the subsequent delivery of machines shall be carried out according to the remaining total balance
amount USD 30,266,948.00 in fixed price and USD 17,940,706.00 in floating price, the specific delivery model and quantity can be mutually agreed by both parties. The final deliveries shall occur no later than December 15, 2022. After the final
deliveries of machines has been completed, Seller will not be obligated to deliver any further machines . 
  

	3.	 This Agreement is the last supplementary agreement of the Framework Agreement SFA-20210901-M30-101. No matter how the changes in the market environment and relevant policies in the future, both parties agree that no further modification will be
made to the Framework Agreement SFA-20210901-M30-101 until the execution is completed. 



 

	4.	 This Agreement is a supplementary agreement to the Framework Agreement No. SFA-20210901-M30-101 and the Amended and Restated Framework Agreement and an integral part of the Framework Agreement and the Amended and Restated Framework Agreement.



  

	5.	 This agreement shall become effective after being signed by all parties. 



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 IN WITNESS WHEREOF, the Parties hereto have caused their respective duly authorized
representatives to execute this Agreement on the date and year first above written. 
 The Seller: Super Acme Technology (Hong Kong)
Limited 
 (seal) 
 /s/
Jianbing Chen 
 Authorized representative: Jianbing Chen, COO 

Date: 11/3/2022 
 The Buyer:
Cipher Mining Technologies Inc. 
 /s/ Tyler Page 

Authorized representative: Tyler Page 

Date: 11/3/2022