Exhibit
10.30


 


NON-FIXED
PRICE


 


SALES
AND PURCHASE AGREEMENT


 


BETWEEN


 


Bitmain
Technologies Limited


(“Bitmain”)


 


AND


 


Creek
Road Miners, 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	20
	20.	Personal
    Data	20
	21.	Conflict
    with the Terms and Conditions	20
	22.	Governing
    Law and Dispute Resolution	20
	23.	Waiver	21
	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 December 17th, 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 Creek Road Miners, Inc. (the “Purchaser”), with its principal place of business
at 2700 Homestead Road, Suite 50, Park City, UT 84098.


 


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



 


		(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.



 




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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 4.2:


 


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



 




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	4.1.1.	The
                                            Products under this Agreement consists of six (6) 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.



 


Bitmain
shall offer [0%] 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 six(6) 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;


 


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.



 




    	13 / 27



     


    

 


	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 / 27



     


    

 


	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 / 27



     


    

 


	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.



 




    	16 / 27



     


    

 


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



 


If
to the Purchaser:


 


	 	Address:	2700 Homestead
    Road, Suite 50
	 	 	 
	 		Park City,
    UT 84098
	 	 	 
	 	Attn:	Scott D.
    Kaufman, CEO
	 	 	 
	 	Phone:	646-945-8378
	 	 	 
	 	Email:	SKaufman@CreekRoadMiners.com


 


With
a copy to: SSheikh@CreekRoadMiners.com


 


If
to Bitmain:


 


Address:
Unit A1 of Unit A, 11th Floor, Success Commercial Building, 245-251 Hennessy Road, Hong Kong


 


	 	Attn:	Ziyang He
	 	 	 
	 	Phone:	+86 13262292616
	 	 	 
	 	Email:	Ziyang.he@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.



 




    	17 / 27



     


    

 


	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.



 


	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 / 27



     


    

 


	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 / 27



     


    

 


	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.


 


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.



 




    	20 / 27



     


    

 


	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.


 


	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 / 27



     


    

 


Signed
for and on behalf of Bitmain


 


	 	Bitmain
    Technologies Limited
	 	 	 
	 	Signature	/s/
[illegible]
	 	Title	[stamped]


 


Signed
for and on behalf of the Purchaser


 


	 	Creek
    Road Miners, Inc.
	 	 	 
	 	Signature	/s/
    Scott Kaufman
	 	Title:
    	CEO


 




    	22 / 27



     


    

 


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,S19 XP
	 	 	 
	Rated hashrate
    / unit	 	~
                                                         140TH/s

	 	 	 
	Rated power
    / unit	 	
                                                         ~ 3010W

	 	 	 
	J/T@25°C
    environment temperature	 	~
                                                         21.5



 


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


 




    	23 / 27



     


    

 


	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	 	July 2022	 	100	 	 	14000	 	 	83	 	 	11620	 	 	 	1,162,000	 
	2	 	August 2022	 	100	 	 	14000	 	 	83	 	 	11620	 	 	 	1,162,000	 
	3	 	September 2022	 	100	 	 	14000	 	 	83	 	 	11620	 	 	 	1,162,000	 
	4	 	October 2022	 	100	 	 	14000	 	 	78	 	 	10920	 	 	 	1,092,000	 
	5	 	November 2022	 	100	 	 	14000	 	 	78	 	 	10920	 	 	 	1,092,000	 
	6	 	December 2022	 	100	 	 	14000	 	 	78	 	 	10920	 	 	 	1,092,000	 



 


	1.1.3	Total
                                            price of the Products listed above:



 


Total
Purchase Price (tax exclusive): US$[6,762,000]


 


Tax:
US$[0]


 


Total
Purchase Price (tax inclusive): US$[6,762,000]


 


	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.



 




    	24 / 27



     


    

 


	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)



		-	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.



 




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	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)


 


	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 [35%] of the Total Purchase Price as down payment to Bitmain within Three
                                            (3) 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.



 




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APPENDIX
B


 


	Payment
    Percentage	 	Payment
    Date	 	Note
	At least
    35%	 	Three (3)
    days after signing of this Agreement	 	35% of the
    Total Purchase Price
	At least
    35%	 	Five and
    half (5.5) months prior to the shipment	 	35%
    per month of a single batch:

    35%
    of July batch payment due Jan, 15 2022.

    35%
    of August batch payment due Feb, 15 2022.

    etc...

	The remaining
    30%	 	Fifteen
    (15) days prior to the shipment	 	30%
    per month of a single batch:

    30%
    of July batch payment due Jun, 15 2022.

    30%
    of August batch payment due Jul, 15 2022.

    etc...



 




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