FUTURES SALES AND PURCHASE
AGREEMENT BETWEEN


_________________


(“_______”)


 


AND


 


CleanSpark, Inc. 


(“Purchaser”)


 


 


 


 



    	 		 



    	 



    




  


Contents


		1.	Definitions and Interpretations	3



		2.	Sales of Product(s)	5



		3.	Prices and Terms of Payment	6



		4.	Shipping of Product(s)	7



		5.	Warranty	8



		6.	Representations and Warranties	10



		7.	Indemnification and Limitation of Liability	12



		8.	Distribution	13



		9.	Intellectual Property Rights	13



		10.	Confidentiality and Communications	14



		11.	Term of this Agreement	14



		12.	Contact Information	14



		13.	Compliance with Laws and Regulations	15



		14.	Force Majeure	16



		15.	Entire Agreement and Amendment	16



		16.	Assignment	16



		17.	Severability	17



		18.	Personal Data	17



		19.	Governing Law and Dispute Resolution	17



		20.	Waiver	18



		21.	Counterparts and Electronic Signatures	18



		22.	Further Assurance	18



		23.	Third Party Rights	18



		24.	Liquidated Damages Not Penalty	18
	Cleanspark, Inc.	20






 




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This futures sale and
purchase agreement (this “Agreement”) is made on ____________by and between _____________, a ______________ (“________”),
with its registered office at ________________________________, and Cleanspark, Inc., a Nevada Corporation (the “Purchaser”),
with its principal place of business at 1885 S. 1800 W., Suite 3, Woods Cross, UT 84087.


 


_____________ 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.	_____________ purchases the Products from Bitmain,
a supplier of cryptocurrency mining hardware and other equipment, either directly or through a reseller, as the case may be.



3.      
The Purchaser is willing to purchase and _____________ 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.


 




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“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.


 


“Bank Account” means
the bank account information that _____________ specifies in its invoices.


 


“Bitmain” means
Bitmain Technologies Limited (Company number: 2024301), with its registered office at Unit A1 of Unit A, 11th Floor, Success Commercial
Building, 245-251 Hennessy Road, Hong Kong.


 


“Margin Fee” means
the aggregate margins payable by the Purchaser to ____________ as set out 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.


 


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


 


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


 


“Upfront Fee” means
the irrevocable and non-refundable upfront fee payable by the Purchaser as set out in Appendix A of this Agreement.


 




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“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 its relevant
service policy.


 


“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.


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.


vi)            
The word “including” shall be deemed to be followed by the words “without limitation”.


 


		2.	Sales of Product(s)



_____________ 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 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 make payments to _____________ in accordance with Appendix B of this Agreement.


(ii)              
Upon receipt of each payment from the Purchaser, _____________ will provide a payment receipt to
the Purchaser.


(iii)           
_____________will send a shipping confirmation to the Purchaser after it has delivered the Product(s)
to the carrier.


 


2.2.     
If Bitmain or its reseller postpones, modifies or cancels the shipping schedule of any batch of Products,
_____________ may similarly postpone, modify or cancel the shipping schedule of any such batch of Products to the Purchaser without the
Purchaser’s prior consent. For the avoidance of doubt, to the extent Bitmain or its reseller cancels any batch of Product(s) or
portion thereof, _____________ shall refund in full any payments with respect to such batch or portion, free of any interest, subject
to the non-refundable Upfront Fee set forth in Appendix A of this Agreement.


 







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2.3.     
There shall be no further upfront fees required for any future Purchase Orders or for any batches
or portions of product defined herein.


 


2.4.     
For the avoidance of doubt, the Purchaser is entitled to resell the Products to the Purchaser’s
customers, including as packaged or bundled with other products.


 


		3.	Prices and Terms of Payment



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


 


3.2       
The payment date shall be the date as evidenced in the remittance copy of such payment. Interest
shall not be charged when the respective amounts have been received by _____________ in full according to the agreed payment schedule.
Different clients may have different payment schedules. No interest shall be charged on the remaining amount.


 


3.3       
In the event that the Purchaser fails to fully settle the respective percentage of the Total Purchase
Price with respect to any batch of Products before the applicable prescribed deadline in accordance with Appendix B of this Agreement
and fails to make a written request to _____________ no less than five (5) business days prior to such prescribed deadline and obtain
_____________’s written consent, _____________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 (“Liquidated Damages”) within sixty (60) days. In the event
that the Purchaser fails to pay the Liquidated Damages after the expiration of the time limit, _____________ shall be entitled to terminate
this Agreement with respect to such batch of Products, or resell such batch of Products to other customers. 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 _____________ has not terminated this Agreement,
_____________ shall be entitled to reject the payment temporarily and request the Purchaser to pay the Liquidated Damages. 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, _____________ 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. For the avoidance
of doubt, termination or modification of this Agreement with respect to any particular batch of Product(s) shall not, in any way, vary,
limit or extend the Parties’ rights and obligations in respect of other batches under this Agreement.


 




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3.4       
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.


 


3.5       
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.


 


3.6       
Before the delivery date, _____________ shall be entitled to request the Purchaser to sign a Purchase
Order (“PO”) by sending a written notice to the Purchaser, and the Purchaser shall reasonably cooperate to sign such PO and
pay the price of the remaining batch(s) of Products to _____________ as specified in this Agreement. If the Purchaser refuses to sign
a PO as required by Bitmain, Bitmain shall be entitled to request the Purchaser to perform his rights and obligations refer in this Agreement.
The terms of this Agreement shall apply to any future PO. To the extent that the terms of a PO conflict with this Agreement, the terms
of PO shall control. 


 


		3.7	If _____________ breaches the terms
of this Agreement solely and directly as a result of events or occurrences beyond the reasonable control of _____________ (including breach
by _____________’s supplier of its agreement with _____________), then the Purchaser shall not be entitled to any Purchaser Liquidated
Damages or other indemnity or other payments from _____________, provided that the Purchaser shall be entitled to a full refund
of its advance payments.



 


3.8       
The Parties understand and agree that the applicable prices of the Product(s) are inclusive of applicable
bank transaction, and insurance, but are exclusive of any and all logistics costs, applicable taxes, import/export duties, taxes and fees
and governmental charges. The Purchaser shall pay or reimburse _____________ for all taxes levied on or assessed against the amounts payable
hereunder upon receipt of documentation thereof, except for any tax on _____________ income derived from this Agreement. If any payment
is subject to tax withholding, the Purchaser shall pay such additional amounts as necessary, to ensure that _____________ receives the
full amount it would have received had payment not been subject to such tax withholding.


 


		4.	Shipping of Product(s)



4.1.     
_____________ shall deliver the Products in accordance with the shipping schedule set forth in Appendix
A to the place of delivery designated by the Purchaser. For the avoidance of doubt, the Products shall be fully insured such that it could
adequately cover any losses 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 to the







    	 	7	 



    	 



    

 


Purchaser. If the Purchaser
seeks to make claims against the applicable insurer with respect to the delivery of the Products, _____________ shall make such claims
against such insurer and reasonably cooperate with the Purchaser in connection therewith, including at the Purchaser’s request granting
the Purchaser a right of subrogation against such insurer.


 


4.2.     
Subject to the limitations stated in Appendix A, the terms of delivery of the Product(s) shall be
DAP USA (Delivered at Place in the USA according to Incoterms 2010) to the place of delivery designated by the Purchaser. Once the Product(s)
have been shipped and are available for unloading at the place of delivery designated by the Purchaser, _____________ 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.


 


		4.3.	There are ________ (__) 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. Neither
party shall be entitled to terminate this Agreement solely on the ground of delay of delivery of a single batch of Products.



 


4.4.     
Logistics costs shall be borne by the Purchaser, which must be paid to _____________ before _____________
arranges for shipping of the Products.


 


		5.	Warranty



5.1.     
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 _____________’s entire
liability, will be to have Bitmain repair or replace (subject to Bitmain’s option) the defective part/component of the Product(s)
or the defective Product(s) at no charge to the Purchaser.


 


5.2.     
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;


 




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


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


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


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


		(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 or _____________;


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


(xiii)         
confiscation, seizure, search or other actions taken by government agencies such as customs; and


		(xiv)	hash boards or chips are burnt.



 


In case the warranty is voided, the Purchaser may request
Bitmain to provide it repair services, and the Purchaser shall bear all related expenses and costs.


 


 


5.3.     
Notwithstanding anything to the contrary herein, the Purchaser acknowledges and agrees that the Product(s)
provided by _____________ do not guarantee any cryptocurrency mining time and, _____________ 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). _____________
does not warrant that the Product(s) will meet the Purchaser’s requirements or the Product(s) will be uninterrupted or error free.
To the extent permitted by laws, except as provided in Clause 6 of this Agreement, _____________ 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.


 


5.4.     
In the event of any ambiguity or discrepancy between this Clause 5 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.


 




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		6.	Representations and Warranties



6A. _____________ makes the following representations
and warranties to the Purchaser:


 


		6.1.	This Agreement is the legal, valid, binding obligations
of _____________, enforceable against it in accordance with its terms;



6.2.     
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;


6.3.     
All corporate action on its part and on the part of each of its officers and directors necessary
for the authorization, execution and delivery of this Agreement and the performance of its obligations hereunder has been taken;


		6.4.	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.









		6.5.	It is not aware of any circumstances which will likely 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 would have a material adverse effect.






 


6.6.     
Neither the execution and delivery of this Agreement nor the performance of the obligations contemplated
hereby will:


(i)             
conflict with or result in any violation of or constitute a breach of any of the terms or provisions
of or result in the acceleration of any obligation under, or constitute a default under any provision of any material contract or any
other obligation to which _____________ is a party or under which _____________ is subject or bound,


(ii)           
violate any judgment, order, injunction, decree or award of any governmental authority, against,
or affecting or binding upon, _____________ or upon the assets, property or business of _____________, or


 




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(iii)         
constitute a violation by _____________ of any Applicable Law of any jurisdiction as such law relates
to _____________ or to the property or business of _____________.


 


6.7.     
(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 sale of the Product(s) will not violate any Sanctions or import and
export control related laws and regulations.


6B. The Purchaser makes the following
representations and warranties to _____________:


 


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



6.9.     
This Agreement is the legal, valid, binding obligations of the Purchaser, enforceable against it
in accordance with its terms;


6.10.  
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.


6.11.  
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.



 


		6.12.	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.


 


		6.13.	It is not aware of any circumstances which will 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


 




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(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.


 


6.14.  
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.


 


6.15.  
All information supplied by either Party is and shall be true and correct, and the information does
not contain and will not contain any statement that is false or misleading.


 


		7.	Indemnification and Limitation of Liability



		7.1.	Each Party shall, during the term
of this Agreement and at any time thereafter, indemnify and save the other Party 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 reasonable legal fees, whatsoever
arising out of or incidental to (a) the Products pursuant to this Agreement, (b) a breach of this Agreement or (c) such first Party’s
willful misconduct or gross negligence.



 


		7.2.	Notwithstanding anything to the
contrary herein, each Party and its Affiliates shall under no circumstances, be liable to the other Party and its Affiliates 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 each Party hereby waives any claim it may at any time have against the other Party and its Affiliates in respect of
any such damages. In addition, _____________ 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. 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.



7.3.     
(a) _____________ and its Affiliates’ cumulative aggregate liability pursuant
to this Agreement, whether arising from tort, breach of contract or any other cause of action,







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shall be limited to and
not exceed the amount of one hundred percent (100%) of the payment actually made by the Purchaser to _____________ under this Agreement
(the “Indemnity Cap”); and (b) the Purchaser 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 Indemnity Cap.


7.4.     
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. _____________ 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. 


7.5.     
The above limitations and exclusions shall apply (1) notwithstanding failure of essential purpose
of any exclusive or limited remedy; and (2) whether or not the indemnifying Party has been advised of the possibility of such damages.
This Clause allocates the risks under this Agreement and the pricing herein reflects this allocation of risk and the above limitations.


 


		8.	Distribution



8.1.     
This Agreement does not constitute a distributor agreement between _____________ and the Purchaser.
Therefore, the Purchaser is not an authorized distributor of _____________.


8.2.     
The Purchaser shall in no event claim or imply to a third party that it is an authorized distributor
of _____________ or any similar terms, or perform any act that will cause it to be construed as an authorized distributor of _____________.
As between the Purchaser and _____________, 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.


 


		9.	Intellectual Property Rights



9.1.     
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.


 


9.2.     
Notwithstanding anything to the contrary herein, all Intellectual Property Rights in


 







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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 9.2, 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 to the Purchaser, including
in any documentation or any data furnished by Bitmain. _____________ grants a non-exclusive, royalty-free and irrevocable sublicense of
Bitmain and/or its Affiliates’ Intellectual Property Rights to solely use the Product(s) for their ordinary function, and subject
to the Clauses set forth herein. The Purchaser shall in no event knowingly violate the Intellectual Property Rights of Bitmain and/or
its licensors.


9.3.     
The Purchaser shall not illegally use or infringe the Intellectual Property Rights of the Product
in any other measure. Otherwise, _____________ 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 _____________
and/or its suppliers for all losses arising out of the infringement, etc.


9.4.     
The Purchaser shall not use any technical means to disassemble, mapping or analyze the Products 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 _____________ in accordance with Clause 9.3.


		10.	Confidentiality and Communications



		10.1.	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.



 


		11.	Term of this Agreement



11.1.  
The Parties agree that, unless this Agreement specifies otherwise, no Party shall terminate this
Agreement in advance.


11.2.  
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.


 


		12.	Contact Information



 




    	 	14	 



    	 



    

 


All communications in relation to this Agreement
shall be made to the following contact(s):


 


_____________’s business contact: 


Name: _____________


Phone: _____________


Email: _____________ Purchaser’s business
contact: Name: Zach Bradford, CEO Phone: _____________


Email: _____________


 


		13.	Compliance with Laws and Regulations



13.1.  
The Purchaser acknowledges and agrees that the Product(s) in this Agreement are subject to export
control laws and regulations, including but not limited to the Export Administration Regulations (“EAR”) of the United States.
Without limiting the foregoing, the Purchaser shall not knowingly export, re-export, or transfer, directly or indirectly, any Product(s)
subject to this Agreement without receiving the proper licenses or license exceptions from all applicable governmental authorities, including
but not limited to the U.S. Department of Commerce Bureau of Industry and Security. With respect to any export transactions under this
Agreement, the Purchaser and _____________ will reasonably cooperate to promote compliance with all applicable export laws and regulations.
_____________ agrees to provide the Purchaser with accurate and complete information regarding the Products that is reasonably necessary
for Purchaser to comply with applicable export laws, including all applicable Export Control Classification Numbers (ECCNs), information
regarding eligibility of the Products for license exceptions, and any other information reasonably requested by Purchaser from time to
time for the purposes of export. _____________ further agrees to promptly inform Purchaser of any changes to such information, including
as a result of changes to the applicable export laws or regulations.


 




    	 	15	 



    	 



    

  


13.2.  
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 applicable anti-money laundering laws, anti-corruption laws, and/or counter-terrorist financing
laws.


 


		14.	Force Majeure



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.


 


		14.1.	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.



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



14.3.  
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.


 


		15.	Entire Agreement and Amendment



This Agreement, along
with executed POs as contemplated herein, 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.


 


		16.	Assignment



16.1.  
_____________ may 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, with Purchaser’s consent, which Purchaser shall not unreasonably withhold.
The Purchaser may not assign or transfer any of its rights, benefits or obligations under this Agreement in whole or in part without _____________’s
prior written consent, which _____________ shall unreasonably withhold.


 




    	 	16	 



    	 



    

 


16.2.  
This Agreement shall be binding upon and inure to the benefit of each Party to this Agreement and
its successors in title and permitted assigns.


 


		17.	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.


 


		18.	Personal Data



18.1.  
Depending on the nature of the Purchaser’s interaction with _____________, some examples of
personal data which _____________ 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 bank account information.


18.2.  
_____________ generally does not collect the Purchaser’s personal data unless (a) it is provided
to _____________ 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 _____________ (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.
_____________ 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).


		19.	Governing Law and Dispute Resolution



19.1.  
This Agreement shall be solely governed by and construed in accordance with the laws of the Commonwealth
of Massachusetts without regard to its conflicts of laws principles.


19.2.  
Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination,
enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate,
shall be determined by arbitration to be administered by JAMS pursuant to its Comprehensive Arbitration Rules (the “Comprehensive
Rules”), and in accordance with the Expedited Procedures in those Rules, except to the extent modified by the


 







    	 	17	 



    	 



    

 


provisions of this Section
19.2; provided, however, that any party may seek provisional or ancillary remedies, such as preliminary injunctive relief, from a court
having jurisdiction, before, during or after the pendency of any arbitration proceeding. The arbitration shall be before a three-arbitrator
panel unless the parties agree to a single arbitrator. Within 15 days after the commencement of arbitration, each party shall select one
person to act as arbitrator, and the two so selected shall select a third arbitrator within 30 days of the commencement of the arbitration.
If a party does not select an arbitrator within the allotted time, or if the arbitrators selected by the parties are unable or fail to
agree upon the third arbitrator within the allotted time, the arbitrator shall be designated by JAMS. All arbitrators shall serve as neutral,
independent and impartial arbitrators. All such arbitrations shall be held in the Commonwealth of Massachusetts or such other location
as the parties may mutually agree, and the arbitrator(s) shall apply the law of the Commonwealth of Massachusetts to the dispute exclusive
of conflict or choice of law rules.


 


		20.	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.


 


		21.	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.


 


		22.	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.


 


		23.	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.


 


		24.	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)













    	 	18	 



    	 



    

 


Each Party represents and
warrants that its signatory whose signature appears below has been and is on the date of this Agreement duly authorized by all necessary
corporate or other appropriate action to execute this Agreement.


 


 


Signed for and on behalf of _____________


 


_____________


 


Signature _________________




Name ____________________


Title _____________________


 


 


Signed for and on behalf of the Purchaser


 








CleanSpark, Inc.


 


Signature _________________


Name ___________________


Title _____________________


 




    	 	19	 



    	 



    

 


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 for one item
(“Total Price (One Item)”), total price for all the items (“Total Purchase Price”) of Products to
be purchased by the Purchaser from _____________ is as follows (“Products”):



 


		1.1.1	Product Type



 


	
     

    Type
	
     

    Details

	
     

    Product Name
	
     

     

	
     

    Rated hashrate / unit
	
     

     

	
     

    Rated power / unit
	
     

     

	
     

    J/T@25°Cenvironment
    temperature
	
     

     

	
     

    

    

    

    

    Description

     

     
	 





 






    	 	20	 



    	 



    




 


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(US D$/T) 
	
     

    EstimatedUnit Price (US$)
	
     

    Estimated Total Price (US$)
	
     

     

    Estimated Margin Fee (US$)

	
     

     

    1
	 	 	 	 	 	 	 
	
     

     

    2
	 	 	 	 	 	 	 
	
     

     

    3
	 	 	 	 	 	 	 
	
     

     

    4
	 	 	 	 	 	 	 
	
     

     

    5
	 	 	 	 	 	 	 
	
     

    6
	 	 	 	 	 	 	 
	
     

    7
	 	 	 	 	 	 	 
	
     

    8
	 	 	 	 	 	 	 
	
     

    9
	 	 	 	 	 	 	  

                                                                                  





    	 	21	 



    	 



    

		1.1.3	Total price of the Products listed above:



 


Total Purchase Price (exclusive
of tax, Upfront Fee and margin fee): US$_____________


Margin Fee (tax exclusive): US $ _____________


 


1.1.4      
_____________ shall arrange for shipping of the Product(s) to the place of delivery designated by
the Purchaser within seven (7) business days of receipt of Product(s) from its supplier.


 


		1.2.	Both Parties confirm and agree
that, if and to the extent that _____________’s supplier does not provide Product(s) with sufficient hashrate to _____________,
_____________ may adjust the total quantity based on the total hashrate provided that the total hashrate of the Product(s) actually delivered
to the Purchaser shall not be less than the total rated hashrate agreed in Article 1.1 of this Appendix A. _____________ 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, _____________
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, _____________ 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, _____________ 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





    	 	22	 



    	 



    

The cargo insurance coverage provided by _____________
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,


 




    	 	23	 



    	 



    

lock-outs, labor disturbances, riots or civil
commotions, caused by any terrorist or any person acting from a political motive.


 


		3.	The payment shall be arranged by the Purchaser as set forth in Appendix
B.



 


4.      
At any time prior to the delivery, _____________ is entitled to, by written notice, request the Purchaser
to enter into a separate purchase agreement with _____________, and the Purchaser, if so requested, shall cooperate with _____________
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 _____________ is entitled to request the Purchaser to continue to perform its obligations under this
Agreement.


 


5.      
The Purchaser shall pay US$ _____________ as down payment to _____________ upon the signing of this
Agreement, with the remaining being settled in accordance with the payment schedule set forth in this Agreement.


 


6.      
The Purchaser shall pay US$ _____________ as Upfront Fee to _____________ upon the signing of this
Agreement, which is irrevocable and non-refundable.


 


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: The real time exchange
rate between the USD and the cryptocurrency displayed on the Bitmain’s 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.


 




    	 	24	 



    	 



    

 


APPENDIX B


 


	
     

    Due Date
	
     

    Amount (USD)
	
     

    Concept

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 






    	 	25