Exhibit 10.1


 


 


 


 


 


NON-FIXED PRICE


 


SALES AND PURCHASE AGREEMENT


 


BETWEEN


 


Bitmain Technologies Limited


(“Bitmain”)


 


AND


 


Ault Alliance, Inc.


(“Purchaser”)


 


 


 


 


 






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	1.	Definitions and Interpretations	3
	 	 	 
	2.	Sales of Product(s)	5
	 	 	 
	3.	Prices and Terms of Payment	6
	 	 	 
	4.	Product Discount	7
	 	 	 
	5.	Shipping of Product(s)	8
	 	 	 
	6.	Customs	10
	 	 	 
	7.	Warranty	11
	 	 	 
	8.	Representations and Warranties	13
	 	 	 
	9.	Indemnification and Limitation of Liability	14
	 	 	 
	10.	Distribution	15
	 	 	 
	11.	Intellectual Property Rights	15
	 	 	 
	12.	Confidentiality and Communications	16
	 	 	 
	13.	Term of this Agreement	16
	 	 	 
	14.	Notices	16
	 	 	 
	15.	Compliance with Laws and Regulations	17
	 	 	 
	16.	Force Majeure	19
	 	 	 
	17.	Entire Agreement and Amendment	19
	 	 	 
	18.	Assignment	19
	 	 	 
	19.	Severability	19
	 	 	 
	20.	Personal Data	19
	 	 	 
	21.	Conflict with the Terms and Conditions	20
	 	 	 
	22.	Governing Law and Dispute Resolution	20
	 	 	 
	23.	Waiver	20
	 	 	 
	24.	Counterparts and Electronic Signatures	21
	 	 	 
	25.	Further Assurance	21
	 	 	 
	26.	Third Party Rights	21
	 	 	 
	27.	Liquidated Damages Not Penalty	21


 






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This non-fixed price sales and
purchase agreement (this “Agreement”) is made on September 12, 2021 by and between Bitmain Technologies Limited (“Bitmain”)
(Company number: 2024301), with its registered office at Unit A1 of Unit A, 11th Floor, Success Commercial Building, 245-251 Hennessy
Road, Hong Kong, and Ault Alliance, Inc, a Delaware corporation (the “Purchaser”) (Ault Alliance Tax ID: 82-3421649), with
its principal place of business at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141.


 


Bitmain and the Purchaser shall
hereinafter collectively be referred to as the “Parties”, and individually as a “Party”.


 


Whereas:


 


		1.	Purchaser fully understands the market risks, the price-setting principles and
the market fluctuations relating to the Products sold under this Agreement.



 


		2.	Purchaser has purchased the Products through the website of Bitmain (i.e.,
                                                            https://shop.bitmain.com/, similarly hereinafter) for many times, and is familiar with the purchase order processes of
                                                            Bitmain’s website.



 


		3.	Based on the above consensus, the Purchaser is willing to purchase and Bitmain
is willing to supply cryptocurrency mining hardware and other equipment in accordance with the terms and conditions of this Agreement.



 


The Parties hereto
agree as follows:


 


		1.	Definitions and Interpretations



 


The following terms, as used
herein, have the following meanings:


 


“Affiliate” means,
with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person;
“Person” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability
company, firm, trust, estate or other enterprise or entity (whether or not having separate legal personality); and “Control”
means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise, provided that such power or authority shall conclusively
be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes
entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the
board of directors of such Person. The terms “Controlled” and “Controlling” have meanings correlative to the foregoing.


 


“Applicable Law”
means any treaty, law, decree, order, regulation, decision, statute, ordinance, rule, directive, code or other document that has legal
force under any system of law, including, without limitation, local law, law of any other state or part thereof or international law,
and which creates or purports to create any requirement or rule that may affect, restrict, prohibit or expressly allow the terms of this
Agreement or any activity contemplated or carried out under this Agreement.


 






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“Bank
Account” means the bank account information of Bitmain provided in Appendix A of this Agreement.


 


“Force Majeure”
means in respect of either Party, any event or occurrence whatsoever beyond the reasonable control of that Party, which delays, prevents
or hinders that Party from performing any obligation imposed upon that Party under this Agreement, including to the extent such event
or occurrence shall delay, prevent or hinder such Party from performing such obligation, war (declared or undeclared), terrorist activities,
acts of sabotage, blockade, fire, lightning, acts of god, national strikes, riots, insurrections, civil commotions, quarantine restrictions,
epidemics, earthquakes, landslides, avalanches, floods, hurricanes, explosions and regulatory and administrative or similar action or
delays to take actions of any governmental authority.


 


“Intellectual
Property Rights” means any and all intellectual property rights, including but not limited to those concerning inventions, patents,
utility models, registered designs and models, engineering or production materials, drawings, trademarks, service marks, domain names,
applications for any of the foregoing (and the rights to apply for any of the foregoing), proprietary or business sensitive information
and/or technical know-how, copyright, authorship, whether registered or not, and any neighbor rights.


 


“Order”
means the Purchaser’s request to Bitmain for certain Product(s) in accordance with this Agreement.


 


“Product(s)”
means the merchandise that Bitmain will provide to the Purchaser in accordance with this Agreement.


 


“Total
Purchase Price” means the aggregate amount payable by the Purchaser as set out in Appendix A of this Agreement.


 


“Warranty Period”
means the period of time that the Product(s) are covered by the warranty granted by Bitmain or its Affiliates in accordance with Clause
7 of this Agreement.


 


“Warranty
Start Date” means the date on which the Product(s) are delivered to the carrier.


 


Interpretations:


 


		i)	Words importing the singular include the plural and vice versa where the context so requires.



 


		ii)	The headings in this Agreement are for convenience only and shall not be taken into consideration in the
interpretation or construction of this Agreement.



 


		iii)	References to Clauses and Appendix(es) are references to Clauses and Appendix(es) of this Agreement.



 






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		iv)	Unless specifically stated otherwise, all references to days shall mean calendar days.



 


		v)	Any reference to a code, law, statute, statutory provision, statutory instrument, order, regulation or
other instrument of similar effect shall include any re-enactment or amendment thereof for the time being in force.



 


		2.	Sales of Product(s)



 


Bitmain will
provide the Product(s) set forth in Appendix A (attached hereto as part of this Agreement) to the Purchaser in accordance with provisions
of Clause 2, Clause 3, Clause 4, Clause 5 and Appendix A of this Agreement, and the Purchaser shall make payment in accordance with the
terms specified in this Agreement.


 


		2.1.	Both Parties agree that the Product(s) shall be sold in accordance with the following
steps:



 


		(i)	The Purchaser shall place Order through Bitmain’s website or through other
methods accepted by Bitmain, and such Order shall constitute an irrevocable offer to purchase specific Product(s) from Bitmain.



 


		(ii)	After receiving the Order, Bitmain will send an order receipt confirmation email
to the Purchaser. The Purchaser’s Order will be valid for a period of twenty-four (24) hours after its placement, and upon expiration
of such period, Bitmain will have the right to cancel the Order at its sole discretion if the Purchaser fails to pay the down payment
in accordance with Appendix A of this Agreement.



 


		(iii)	The Purchaser shall pay the Total Purchase Price in accordance with Appendix A of
this Agreement.



 


		(iv)	Upon receipt of the Total Purchase Price, Bitmain will provide a payment receipt
to the Purchaser.



 


		(v)	Bitmain will send a shipping confirmation to the Purchaser after it has delivered
the Product(s) to the carrier, and the Order shall be deemed accepted by Bitmain upon Bitmain’s issuance of the shipping confirmation.



 


		2.2.	Both Parties acknowledge and agree that the order receipt confirmation and the payment
receipt shall not constitute nor be construed as Bitmain’s acceptance of the Purchaser’s Order, but mere acknowledgement of
the receipt of the Order and the Total Purchase Price.



 


		2.3.	Both Parties acknowledge and agree that in case of product unavailability, Bitmain
shall have the right to cancel the Order after it has issued the order receipt confirmation, the payment receipt or the shipping confirmation
without any penalty or liability.



 






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		2.4.	The Purchaser acknowledges and confirms that the Order is irrevocable and cannot
be cancelled by the Purchaser, and that the Product(s) ordered are neither returnable nor refundable. All sums paid by the Purchaser to
Bitmain shall not be subject to any abatement, set-off, claim, counterclaim, adjustment, reduction, or defense for any reason. Down payment
and payment of Total Purchase Price are not refundable, save as otherwise mutually agreed by the Parties.



 


		3.	Prices and Terms of Payment



 


		3.1	The Total Purchase Price (inclusive of any tax payable) shall be paid in accordance
with the payment schedule set forth in Appendix B of this Agreement.



 


		3.2	In the event that the Purchaser fails to fully settle the respective percentage
of the Total Purchase Price before the prescribed deadlines and fails to make a written request to Bitmain no less than five (5) business
days prior to the prescribed deadline and obtain Bitmain’s written consent, Bitmain shall be entitled to request the Purchaser to
pay a reasonable liquidated damage (not a penalty) of 20% of the purchase price of such batch of Products within sixty (60) days. In the
event that the Purchaser fails to pay the aforementioned liquidated damage after the expiration of the time limit, Bitmain shall be entitled
to terminate this Agreement. If there are any remaining balance of the Purchaser after deducting the liquidated damage, such remaining
balance shall be refunded to the Purchaser free of any interest. If the Purchaser requests to continue to make payment after previous
delay, while Bitmain has not terminated this Agreement, Bitmain shall be entitled to reject the payment temporarily and request the Purchaser
to pay the aforementioned liquidated damage. Afterwards, the Parties shall negotiate the settlement separately. If the Purchaser fails
to pay the down payment on a timely basis and Bitmain has arranged production or procurement, Bitmain shall be entitled to request the
Purchaser to be responsible for the loss related to such production or procurement and the liability of the Purchaser shall be no less
than 20% of the Total Purchase Price.



 


		3.3	The Total Purchase Price set forth in this Agreement is merely an estimate of the
price and not the actual price. The actual price will be determined one month before the current batch is shipped and with reference to
the market circumstances, provided that the actual price shall not be higher than the estimated price.



 


		3.4	Upon receipt of notification of the actual price provided by Bitmain, the Purchaser
shall be entitled to three options:



 


		(i)	continue to perform the Order of the current batch of the Product(s) with the original
rated hashrate and pay the remaining amount at the actual price; or



 


		(ii)	request Bitmain to increase the rated hashrate in equivalent to the difference in
price. Under this circumstance, Bitmain shall have the right to negotiate with the Purchaser for the amount of the additional rated hashrate
based on its then inventory; or



 






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		(iii)	partially or wholly cancel the Order of the current batch of Product(s), provided
that the Purchaser has received the notification of the actual price. Before Bitmain notifies the actual price, the Purchaser shall make
the payment timely as specified in 3.1.



 


Under this circumstance,
the Purchaser shall not claim any refund from Bitmain. If the Purchaser has made payments and there is remaining balance, such remaining
balance may be credited to the balance of the Purchaser and its affiliates with Bitamin’s approval. The payments for the batches
that the Purchaser has cancelled cannot be used as down payments for any batch listed in this Agreement. However, the remaining balance
shall be refunded to the Purchaser free of any interest two years after the Order is cancelled.


 


Furthermore,
the Purchaser shall confirm in writing the result of its exercise of the options under this Clause within two (2) days after Bitmain provides
the Purchaser with the actual price, and if it is overdue and no agreement is reached between the Parties, the Purchaser shall be deemed
to have voluntarily and irrevocably waived its option under this Clause and the Parties shall continue to perform the Order of the current
batch of Product(s) with the original rated hashrate and the Purchaser shall pay the remaining amount at the actual price. If the Purchaser
has exercised its options, the payment of the current batch of Product(s) shall not be changed again.


 


		3.5	The Parties shall confirm the corresponding batch of the Product(s) of each payment
before such payment is made by the Purchaser. This confirmation shall be used to determine matters where different arrangements are applicable
to different batches, such as the defaults of the Purchaser and the product discount offered to the Purchaser.



 


		3.6	Before the delivery date, Bitmain shall be entitled to request the Purchaser to
sign a Sales and Purchase Agreement by sending a written notice to the Purchaser, and the Purchaser shall cooperate to sign such Sales
and Purchase Agreement and pay the price of the remaining batch(s) of Products to Bitmain as specified in this Agreement. If the Purchaser
refuses to sign a Sales and Purchase Agreement as required by Bitmain, Bitmain shall be entitled to request the Purchaser to perform his
rights and obligations refer in this Agreement.



 


		3.7	The Parties understand and agree that the applicable prices of the Product(s) are
inclusive of applicable bank transaction fee, but are exclusive of any and all applicable import duties, taxes and governmental charges.
The Purchaser shall pay or reimburse Bitmain for all taxes levied on or assessed against the amounts payable hereunder. If any payment
is subject to withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that Bitmain receives the full amount
it would have received had payment not been subject to such withholding.



 


		4.	Product Discount



 


Based on the sales
results and sales strategy, Bitmain is willing to offer the following discount as set forth in clause:


 






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		4.1.	With respect of the signing of this Agreement,
Bitmain offers the following discount to the Purchaser:



 


		4.1.1.	The Products under this Agreement consists of ten (10) batches and the
discount amount of each batch shall be calculated separately.



 


		4.1.2.	Bitmain may provide different discounts to the
Purchaser based on the actual amount of the prepayment and the payment time.



 


Discount Amount =
Amount of prepayment * 1% * Number of months prepaid. The amount of prepayment shall be calculated at the end of each month. The number
of months prepaid shall be calculated from the month of payment without counting the month of estimated delivery. If delivery is delayed,
delayed months shall not be counted in and the agreed delivery date shall prevail. For clarification, the payment date shall be the date
as evidenced in the remittance copy of such payment, and the discount term shall be calculated when the respective amounts under this
Agreement have been received by Bitmain in full and without further consideration of the remaining amount. Payment schedules may be further
adjusted in accordance with the actual situations.


 


		4.1.3.	If the Purchaser fails to make the payments on
time, the discount applicable to such batch shall be cancelled.



 


		4.2.	No discount will be offered by Bitmain to the
Purchaser.



 


		4.3.	Bitmain shall offer 4% discount to the Purchaser.




 


		5.	Shipping of Product(s)



 


		5.1.	Bitmain shall deliver the Products in accordance
with the shipping schedule to the first carrier or the carrier designated by the Purchaser.



 


		5.2.	Subject to the limitations stated in Appendix
A, the terms of delivery of the Product(s) shall be CIP (carriage and insurance paid to (named place of destination) according to Incoterms
2010) to the place of delivery designated by the Purchaser. Once the Product(s) have been delivered to the carrier, Bitmain shall have
fulfilled its obligation to supply the Product(s) to the Purchaser, and the title and risk of loss or damage to the Product(s) shall pass
to the Purchaser.



 


		5.3.	In the event of any discrepancy between this Agreement
and Bitmain’s cargo insurance policy regarding the insurance coverage, the then effective Bitmain cargo insurance policy shall prevail,
and Bitmain shall be required to provide the then effective insurance coverage to the Purchaser.



 


		5.4.	If Bitmain fails to deliver the Products after
thirty (30) days after the prescribed deadline, the Purchaser shall be entitled to cancel the Order of such batch of Products and request
Bitmain to refund the price of such undelivered batch of Products together with an interest at 0.0333% per day for the period from the
next day of each payment of the price of such batch of Products to the date immediately prior to the request. In the event that the Purchaser
does not cancel the Order of the undelivered batch of Products and requests Bitmain to perform its delivery obligation, Bitmain shall
continue to perform its delivery obligation and compensate the Purchaser in accordance with Clause 5.5 of this Agreement.



 






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		5.5.	If Bitmain postpones the shipping schedule of
the Products and the Purchaser does not cancel the Order, Bitmain shall make a compensation to the Purchaser on daily basis, the amount
of which shall equal to 0.0333% of the price of such undelivered batch of Products, which compensation shall be made in the form of delivery
of more rated hashrate. Amount less than one unit of Product shall be credited to the balance of the Purchaser in the user system on Bitmain’s
official website, which shall be viewable by the Purchaser.



 


		5.6.	There are ten (10) 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 obligation of the Purchaser in respect of other batches. The Purchaser
shall not be entitled to terminate this Agreement solely on the ground of delay of delivery of a single batch of Products.



 


		5.7.	The Purchaser shall choose the following shipping
method:



 


£
Shipping by Bitmain via Fedex/DHL/UPS/other logistics company;ý
Self-pick


 


Note: Logistics
costs shall be borne by the Purchaser. Bitmain may collect payments on behalf of the services providers and issue services invoices if
the Purchaser requests Bitmain to send the Products.


 


		5.8.	Bitmain shall not 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 Product(s) for any reason whatsoever.



 


		5.9.	Bitmain shall not be responsible 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.



 


		5.10.	Bitmain has the right to discontinue the sale
of the Product(s) and to make changes to its Product(s) at any time, without prior approval from or notice to the Purchaser.



 


		5.11.	If the Product(s) is rejected and/or returned
back to Bitmain because of any reason and regardless of the cause of such delivery failure, 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 assist 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.



 






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		5.12.	If the Purchaser fails to provide Bitmain with
the delivery place or the delivery place provided by the Purchaser is a false address or does not exist, or the Purchaser reject to accept
the Products, any related costs occurred (including storage costs, warehousing charge and labor costs) shall be borne by the Purchaser.
Bitmain may issue the Purchaser a notice of self-pick-up and ask the Purchaser to pick up the Products itself. Bitmain shall be deemed
to have completed the delivery obligation under this Agreement after two (2) business days following the issue of the self-pick-up notice.
After 30 days of the self-pick-up notice, the Purchaser shall be entitled to deal with the Products in any manner as it deems appropriate.



 


		5.13.	The Purchaser shall inspect the Products within
2 days (the “Acceptance Time”) after receiving the Products (the date of signature on the carrier’s delivery voucher
shall be the date of receipt), if the Purchaser does not raise any written objection within the agreed Acceptance Time, the Products delivered
by Bitmain shall be deemed to be in full compliance with the provisions of this Agreement.



 


		6.	Customs



 


		6.1.	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.



 


		6.2.	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 Product(s) 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 Product(s).



 


		6.3.	To the extent permitted by laws, except for the
Warranty as set forth in Section 7 of the Agreement, Bitmain provides no other warranty, whether 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 Product(s), including but not limited to the loss of commercial profits.



 






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		6.4.	Bitmain shall not be liable for any loss caused
by:



 


		(i)	failure of the Purchaser to use the Product(s)
in accordance with the manual, specifications, operation descriptions or operation conditions provided by Bitmain in writing;



 


		(ii)	the non-operation of the Product(s) during the
replacement/maintenance period or caused by other reasons;



 


		(iii)	confiscation, seizure, search or other actions
taken by government agencies such as customs.



 


		7.	Warranty



 


		7.1.	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 create a maintenance order on Bitmain’s website during the Warranty Period (the time of creation of
the maintenance order shall be determined by the display time of such order on Bitmain’s website) and send the Product to the place
designated by Bitmain within the time limit required by Bitmain. Otherwise, Bitmain shall be entitled to refuse to provide the warranty
service.



 


		7.2.	The Parties acknowledge and agree that the warranty
provided by Bitmain as stated in the preceding paragraph does not apply to the following:



 


		(i)	normal wear and tear;



 


		(ii)	damage resulting from accident, abuse, misuse, neglect, improper handling or improper
installation;



 


		(iii)	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;



 


		(iv)	damage or loss of the Product(s) caused by acts of nature including, but not limited
to, floods, storms, fires, and earthquakes;



 


		(v)	damage caused by operator error, or non-compliance with instructions as set out
in accompanying documentation;



 


		(vi)	alterations by persons other than Bitmain, associated partners or authorized service
facilities;



 


		(vii)	Product(s), on which the original software has been replaced or modified by persons
other than Bitmain, associated partners or authorized service facilities;



 






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		(viii)	counterfeit products;



 


		(ix)	damage or loss of data due to interoperability with current and/or future versions
of operating system, software and/or hardware;



 


		(x)	damage or loss of data caused by improper usage and behavior which is not recommended
and/or permitted in the product documentation;



 


		(xi)	failure of the Product(s) caused by usage of products not supplied by Bitmain; and



 


		(xii)	hash boards or chips are burnt.



 


In case the
warranty is voided, Bitmain may, at its sole discretion, provide repair service to the Purchaser, and the Purchaser shall bear all related
expenses and costs.


 


		7.3.	Notwithstanding anything to the contrary herein,
the Purchaser acknowledges and agrees that the Product(s) 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 Product(s). Bitmain does not warrant that the Product(s) will meet the Purchaser’s requirements or the Product(s) will be
uninterrupted or error free. Except as provided in Clause 7.1 of this Agreement, Bitmain makes no warranties to the Purchaser with respect
to the Product(s), 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.



 


		7.4.	In the event of any ambiguity or discrepancy between
this Clause 7 of this Agreement and Bitmain’s After-sales Service Policy 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 the
website of Bitmain 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.



 


		7.5.	During the warranty period, if the hardware product
needs to be repaired or replaced, the Purchaser shall bear the logistics costs of shipping the Product to the address designated by Bitmain,
and Bitmain shall bear the logistics costs of shipping back the repaired or replaced Product 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, or the parts or components of the Products during the transportation period (including
the transportation period when the product is sent to Bitmain and returned by Bitmain to the Purchaser).



 






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		8.	Representations and Warranties



 


The Purchaser
makes the following representations and warranties to Bitmain:


 


		8.1.	It has the full power and authority to own its
assets and carry on its businesses.



 


		8.2.	The obligations expressed to be assumed by it
under this Agreement are legal, valid, binding and enforceable obligations.



 


		8.3.	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.



 


		8.4.	The entry into and performance by it of, and the
transactions contemplated by, this Agreement do not and will not conflict with:



 


		(i)	any Applicable Law;



 


		(ii)	its constitutional documents; or



 


		(iii)	any agreement or instrument binding upon it or any of its assets.



 


		8.5.	All authorizations required or desirable:



 


		(i)	to enable it lawfully to enter into, exercise its rights under and comply with its
obligations under this Agreement;



 


		(ii)	to ensure that those obligations are legal, valid, binding and enforceable; and



 


		(iii)	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.


 


		8.6.	It is not aware of any circumstances which are
likely to lead to:



 


		(i)	any authorization obtained or effected not remaining in full force and effect;



 


		(ii)	any authorization not being obtained, renewed or effected when required or desirable;
or



 


		(iii)	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.



 






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		8.7.	(a) It is not the target of economic sanctions
administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United
Nations Security Council, the European Union, Her Majesty’s Treasury 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 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 (b) the
purchase of the Product(s) will not violate any Sanctions or import and export control related laws and regulations.



 


		8.8.	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.



 


		9.	Indemnification and Limitation of Liability



 


		9.1.	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.



 


		9.2.	Notwithstanding anything to the contrary herein,
Bitmain and its Affiliates shall under no circumstances, be liable to the Purchaser for any consequential loss, or loss of goodwill, business,
anticipated profits, revenue, contract, or business opportunity 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.



 


		9.3.	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 down payment actually received by Bitmain from the Purchaser for the Product(s).



 


		9.4.	The Product(s) 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
Product(s) may pose the risk of environmental harm or physical injury or death to humans. Bitmain specifically disclaims any express or
implied warranty of fitness for any of the above described application and any such use shall be at the Purchaser’s sole risk.



 


		9.5.	The above limitations and exclusions shall apply
(1) notwithstanding failure of essential purpose of any exclusive or limited remedy; and (2) whether or not Bitmain has been advised of
the possibility of such damages. This Clause allocates the risks under this Agreement and Bitmain’s pricing reflects this allocation
of risk and the above limitations.



 






    	 	14 / 28	 



    	 



    

 


		10.	Distribution



 


		10.1.	This Agreement does not constitute a distributor
agreement between Bitmain and the Purchaser. Therefore, the Purchaser is not an authorized distributor of Bitmain.



 


		10.2.	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 any similar terms, or perform any act that will
cause it to be construed as an authorized distributor of Bitmain or Bitmain (Antminer). As between the Purchaser and Bitmain, the Purchaser
shall be exclusively and fully responsible for complying with the Applicable Laws regarding repackaging the Product(s) 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.



 


		11.	Intellectual Property Rights



 


		11.1.	The Parties agree that the Intellectual Property
Rights in any way contained in the Product(s), made, conceived or developed by Bitmain and/or its Affiliates for the Product(s) under
this Agreement and/or, achieved, derived from, related to, connected with the provision of the Product(s) 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.



 


		11.2.	Notwithstanding anything to the contrary herein,
all Intellectual Property Rights in the Product(s) shall remain the exclusive property of Bitmain and/or its licensors. Except for licenses
explicitly identified in Bitmain’s Shipping Confirmation or in this Clause 11.2, 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 Product(s) 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 Product(s) delivered by Bitmain to the Purchaser for their ordinary function, and subject
to the Clauses set forth herein. The Purchaser shall in no event violate the Intellectual Property Rights of Bitmain and/or its licensors.



 


		11.3.	The Purchaser shall not illegally use or infringe
the Intellectual Property Rights of the Product in any other measure. 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 suppliers for all losses arising out of the infringement, etc.



 


		11.4.	The Purchaser shall not use any technical means
to disassemble, mapping or analyze the Products of Bitmain that the Purchaser obtains publicly 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 11.3.



 






    	 	15 / 28	 



    	 



    

 


		11.5.	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 Orders
for customized Product(s), shall not be construed as payment for the assignment from Bitmain to the Purchaser of title to the design or
special materials. Bitmain shall be the sole owner of such special designs, engineering or production materials.



 


		12.	Confidentiality and Communications



 


		12.1.	All information concerning this Agreement and
matters pertaining to or derived from the provision of Product(s) 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.



 


		13.	Term of this Agreement



 


		13.1.	The Parties agree that, unless this Agreement
specifies otherwise, no Party shall terminate this Agreement in advance.



 


		13.2.	This Agreement shall be effective upon signing
of this Agreement and shall remain effective up to and until the delivery of the last batch of Products.



 


		14.	Notices



 


		14.1.	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 Section 14.1.



 


		14.2.	The following are the
initial address of each Party:



 


If to
the Purchaser: 


 


Address: 11411
Southern Highlands Parkway, Suite 240 Las Vegas, NV 89141


 


Attn: David
Katzoff


 






    	 	16 / 28	 



    	 



    

 


Phone:         949-774-2570


 


Email:           David@Aultglobal.com


 


If to Bitmain:


 


Address:     4th
Floor, Building 1, No. 9, Fenghao East Road, Haidian District, Beijing China


 


Attn:            Nick Zou


 


Phone:        +86 18810050506


 


Email:          haiyun.zou@bitmain.com


 


		14.3.	All such notices and other communications shall
be deemed effective in the following situations:



 


		(i)	if sent by delivery in person, on the same day of the delivery;



 


		(ii)	if sent by registered or certified mail or overnight courier service, on the same
day the written confirmation of delivery is sent; and



 


		(iii)	if sent by electronic mail, at the entrance of the related electronic mail into
the recipient’s electronic mail server.



 


		15.	Compliance with Laws and Regulations



 


		15.1.	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 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.



 


		15.2.	The Purchaser acknowledges and agrees that the
Product(s) in this Agreement are subject to the export control laws and regulations of all related countries, including but not limited
to the Export Administration Regulations (“EAR”) of the United States. Without limiting the foregoing, the Purchaser shall
not, without receiving the proper licenses or license exceptions from all related governmental authorities, including but not limited
to the U.S. Bureau of Industry and Security, distribute, re-distribute, export, re-export, or transfer any Product(s) 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 Product(s) 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: (1) the design, development, production, or use of nuclear materials,
nuclear facilities, or nuclear weapons; (2) the design, development, production, or use of missiles or support of missiles projects; and
(3) 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.



 






    	 	17 / 28	 



    	 



    

 


		15.3.	The Purchaser undertakes that it will not take
any action under this Agreement or use the Product(s) 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.



 


		15.4.	The Purchaser warrants that the Product(s) 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, within the meaning given in the Corruption, Drug Trafficking and
Other Serious Crimes (Confiscation of Benefits) Act (Chapter 65A) and the Terrorism (Suppression of Financing) Act (Chapter 325), respectively.
If Bitmain receives, including but not limited to investigation, evidence collection, restriction and other measures, from any competent
organizations or institutions, the Purchaser shall immediately cooperate with Bitmain and such competent organizations or institutions
in the investigation process, and Bitmain may request the Purchaser to provide necessary security if so required. If any competent organizations
or institutions request Bitmain to seize or freeze the Purchaser’s Products and funds (or take any other measures), Bitmain shall
be obliged to cooperate with such competent organizations or institutions, and shall not be deemed as breach of this Agreement. The Purchaser
understands that if any Person resident in Singapore 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 Suspicious Transaction Reporting Office, Commercial Affairs Department of
the Singapore Police Force. 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.



 






    	 	18 / 28	 



    	 



    

 


		16.	Force Majeure



 


		16.1.	To the extent that a Party is fully or partially
delayed, prevented or hindered by an event of Force Majeure from performing any obligation under this Agreement (other than an obligation
to make payment), subject to the exercise of reasonable diligence by the affected Party, the failure to perform shall be excused by the
occurrence of such event of Force Majeure. A Party claiming that its performance is excused by an event of Force Majeure shall, promptly
after the occurrence of such event of Force Majeure, notify the other Party of the nature, date of inception and expected duration of
such event of Force Majeure and the extent to which the Party expects that the event will delay, prevent or hinder the Party from performing
its obligations under this Agreement. The notifying Party shall thereafter use its best effort to eliminate such event of Force Majeure
and mitigate its effects.



 


		16.2.	The affected Party shall use reasonable diligence
to remove the event of Force Majeure, and shall keep the other Party informed of all significant developments.



 


		16.3.	Except in the case of an event of Force Majeure,
neither party may terminate this Agreement prior to its expiry date.



 


		16.4.	The Parties agree that, except for the prohibition
of production and sale of Super Computing Server by the local government for Bitmain, other related government actions shall not be deemed
as Force Majeure.



 


		17.	Entire Agreement and Amendment



 


This Agreement, constitutes
the entire agreement of the Parties hereto and can only be amended with the written consent of both Parties or otherwise as mutually agreed
by both Parties.


 


		18.	Assignment



 


		18.1.	Bitmain may freely assign or transfer any of its
rights, benefits or obligations under this Agreement in whole or in part to its Affiliates or to any third party. The Purchaser may not
assign or transfer any of its rights, benefits or obligations under this Agreement in whole or in part without Bitmain’s prior written
consent.



 


		18.2.	This Agreement shall be binding upon and enure
to the benefit of each Party to this Agreement and its successors in title and permitted assigns.



 


		19.	Severability



 


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 court, 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.


 


		20.	Personal Data



 


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 / 28	 



    	 



    

 


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 related laws. Bitmain shall seek the Purchaser’s 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 law).


 


		21.	Conflict with the Terms and Conditions



 


In the event
of any ambiguity or discrepancy between the Clauses of this Agreement and the Terms and Conditions from time to time, it is intended that
the Clauses 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 Hong Kong.



 


		22.2.	Any dispute, controversy, difference or claim
arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination hereof
or any dispute regarding non-contractual obligations arising out of or relating to this Agreement shall be referred to and finally resolved
by arbitration administered by the Hong Kong International Arbitration Center under the UNCITRAL Arbitration Rules in force when the notice
of arbitration is submitted. The decision and awards of the arbitration shall be final and binding upon the parties hereto.



 


		23.	Waiver



 


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.


 






    	 	20 / 28	 



    	 



    

 


		24.	Counterparts and Electronic Signatures



 


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.


 


		25.	Further Assurance



 


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.


 


		26.	Third Party Rights



 


A person who is not
a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong)
to enforce or to enjoy the benefit of any term of this Agreement.


 


		27.	Liquidated Damages Not Penalty



 


It is expressly agreed
that any liquidated damages payable under this Agreement do not constitute a penalty and that the Parties, having negotiated in good faith
for such specific liquidated damages and having agreed that the amount of such liquidated damages is reasonable in light of the anticipated
harm caused by the breach related thereto and the difficulties of proof of loss and inconvenience or nonfeasibility of obtaining any adequate
remedy, are estopped from contesting the validity or enforceability of such liquidated damages.


 


(The rest part of the page
is intentionally left in blank)


 






    	 	21 / 28	 



    	 



    

 


Signed for and on behalf of
Bitmain


 


 


	 	Bitmain Technologies Limited
	 	 
	 	 
	 	Signature 	Zhan Ketuan





	 	Title 	Chief
    Executive Officer


 


 


 


Signed for and on behalf of
the Purchaser


 


 


	 	
    Ault Alliance, Inc.

     

	 	 
	 	 
	 	Signature 	/s/ William B. Horne





	 	Title 	Chief Executive Officer





 






    	 	22 / 28	 



    	 



    

 


APPENDIX
A


 


		1.	Products:



 


		1.1.	The information (including but not limited to the quantity, rated hashrate, estimated
unit price (“Unit Price”), estimated total price(“Total Price (One Item)”), total price for all
the items (“Total Purchase Price”) of Products to be purchased by Party B from Party A is as follows (“Products”):



 


		1.1.1	Product Type



 


	Type	Details
	Product Name	HASH Super Computing Server,S19j Pro
	Rated hashrate / unit	~100TH/s
	Rated power / unit	~3000W
	J/T@25°C environment 

temperature	~30.0
	Description	
    1.       Bitmain
    undertakes that the error range of “J/T@25°C environment temperature”does not exceed 10%.

     

    2.       “Rated
    hashrate / unit” and “rated power / unit” are for reference only and may defer from each batch or unit. Bitmain makes
    no representation on “Rated hashrate / unit” and “rated power / unit”.

     

    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.

     



 


		1.1.2	The estimated delivery schedule, reference quantity, total rated hashrate, unit
price and total price are as follows:



 


	Batch	Shipping 

Schedule	Reference 

Quantity	Total 

Rated 

Hashrate 

(T)	Estimated 

Price(USD$/T)	Estimated  

Unit 

Price  

(US$)	
    Estimated

    Total Price

    (US$)

	1	October 2021	300	30000	 $83.77 	 $ 8,377 	 $2,513,100 


 






    	 	23 / 28	 



    	 



    

 


	Batch	Shipping 

Schedule	Reference 

Quantity	Total 

Rated 

Hashrate 

(T)	Estimated 

Price(USD$/T)	Estimated  

Unit 

Price  

(US$)	
    Estimated

    Total Price

    (US$)

	2	November 2021	300	30000	 $77.01 	 $ 7,701 	 $2,310,300 
	3	December 2021	300	30000	 $77.01 	 $ 7,701 	 $2,310,300 
	4	January 2022	300	30000	 $77.01 	 $ 7,701 	 $2,310,300 
	5	February 2022	300	30000	 $64.85 	 $ 6,485 	 $1,945,500 
	6	March 2022	300	30000	 $64.85 	 $ 6,485 	 $1,945,500 
	7	April 2022	300	30000	 $64.85 	 $ 6,485 	 $1,945,500 
	8	May 2022	300	30000	 $58.10 	 $ 5,810 	 $1,743,000 
	9	June 2022	300	30000	 $58.10 	 $ 5,810 	 $1,743,000 
	10	July 2022	300	30000	 $58.10 	 $ 5,810 	 $1,743,000 



 






    	 	24 / 28	 



    	 



    

 


		1.1.3	Total price of the Products listed above:



 


Total Purchase Price (tax exclusive):
US$ 20,509,500


Tax: US$0


 


Total Purchase Price
(tax inclusive): US$ 20,509,500


 


		1.2.	Both Parties confirm and agree that Bitmain may
adjust the total quantity based on the total hashrate provided that the total hashrate of the Product(s) actually delivered by Bitmain
to the Purchaser shall not be less than the total rated hashrate agreed in Article 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 set forth in Article 1.1. of this Appendix A.



 


		1.3.	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 rated hashrate of which shall be no less than such subsequent Products cancelled 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 for a refund of the remaining balance of the purchase price already paid by
the Purchaser together with an interest at 0.0333% per day on such balance for the period from the next day following the payment date
of such balance to the date immediately prior to the date of request of refund. 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 actual total hashrate of the Products delivered but shall not request to increase the actual total hashrate to
the level exceeding the total rated hashrate as set out in this Agreement. 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 delivery 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: 



 


The cargo insurance coverage
provided by Bitmain is subject to the following limitations and exceptions:


 


Exclusions:


 


		-	loss damage or expense attributable to willful misconduct of the Assured



		-	ordinary leakage, ordinary loss in weight or volume, or ordinary wear and tear of the subject-matter insured



		-	loss damage or expense caused by insufficiency or unsuitability of packing or preparation of the subject-matter
insured (for the purpose of this Clause, “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)



 






    	 	25 / 28	 



    	 



    

 


		-	loss damage or expense caused by inherent vice or nature of the subject-matter insured



		-	loss damage or expense proximately caused by delay, even though the delay be caused by a risk insured
against (except expenses payable)



		-	loss damage or expense arising from insolvency or financial default of the owners managers charterers
or operators of the vessel



		-	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.



		-	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.



		-	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.



		-	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.



		-	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.	Bitmain’s BANK ACCOUNT info: 



 


Company Name:Bitmain
Technologies Limited


 


Company address:FLAT/RM
A1 11/F SUCCESS COMMERCIAL BUILDING 245-251 HENNESSY ROAD HK


 


Account No.:1503225561 


 


Bank name:Signature
Bank


 


Bank address:565
Fifth Avenue New York NY 10017, US


 


Swift Code:SIGNUS33XXX


 


ABA CODE:026013576
(for US local payment)


 






    	 	26 / 28	 



    	 



    

 


		4.	The payment shall be arranged by the Purchaser as Appendix B.



 


		5.	At any time prior to the delivery, Bitmain is entitled to, by written notice, request
the Purchaser to enter into a separate purchase agreement with Bitmain, and the Purchaser, if so requested, shall cooperate with Bitmain
to enter into such purchase agreement and shall pay the outstanding price for the Products in accordance with the terms and conditions
of this Agreement, failing which Bitmain is entitled to request the Purchaser to continue to perform its obligations under this Agreement.



 


		6.	The Purchaser shall pay 31.86% of the Total Purchase Price as down payment to Bitmain
within seven (7) days after the signing of this Agreement, with the remaining being settled in accordance with the payment schedule set
forth in this Agreement.



 


		7.	Without prejudice to the above, the unit price and the Total Purchase Price of
the Product(s) and any amount paid by the Purchaser shall be all denominated in USD. Where the Parties agree that the payments shall be
made in cryptocurrencies, the exchange rate between the USD and the cryptocurrency selected shall be determined and calculated as follows:
(1) in the event that the Purchaser pays for any order placed on Bitmain’s official website (the “Website”, http://www.bitmain.com)
which is valid and has not been fully paid yet, the exchange rate between the USD and the cryptocurrency fixed in such placed Order shall
apply, or (2) in any other case, the real time exchange rate between the USD and the cryptocurrency displayed on the Website upon payment
shall apply. The exchange rate between the USD and the cryptocurrency shall be fixed according to this provision. In any circumstance,
the Purchaser shall not ask for any refund due to the change of exchange rate.



 






    	 	27 / 28	 



    	 



    

 


APPENDIX
B


 


 


	Payment 

Percentage	Payment Date	Note
	At least 31.86%	seven (7) days after signing of this Agreement	31.86% of the Total Purchase Price
	At least 28.14%	six (6) months prior to the shipment	28.14% per month of a single batch
	The remaining 40%	one (1) month prior to the shipment	40% per month of a single batch


 


 


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