Exhibit 10.7


 


SPECIFIC
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE
OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***].


 


New Hosting Service Agreement


 


THIS AGREEMENT (defined below) shall be effective
upon the date of receipt of the electronic signature by Whinstone US, Inc.


 


BY AND BETWEEN


 


Whinstone US, Inc., a company having its registered
office located at 2721 Charles Martin Hall Road, Rockdale, Texas 76567 (“Whinstone”)


 


AND


 


Rhodium 30mw LLC of [***], Texas [***], (the “Customer”).
Whinstone and the Customer are referred to individually as “Party” and collectively as “Parties”.
WHEREAS


 


		(A)	Whinstone wishes to provide electrical power at its site under the terms and conditions contained in this
New Hosting Service Agreement entered into by and between the Parties as of the seal or signature date of both Parties with a Ready For
Use (“RFU”) Date of September 30, 2020; and



 


		(B)	The Customer desires to utilize Whinstone’s services and intends operate [***] MW of Miners and
immersible equipment on Whinstone’s property in [***], Texas.



 


NOW THEREFORE, the parties hereby agree as follows:


 


		1	DEFINITIONS



 


		1.1	In this Agreement the following words and expressions shall have the meanings set out below. Additional
terms may be defined in the context of particular provisions of this Agreement:



 


“Agreement” means
these terms and conditions, any orders placed under them, and any amendments or additions or replacements to any of the aforementioned;


 


“AUP” or “Acceptable
Usage Policy” means Whinstone Acceptable Usage Policy from time to time which, at the date of this Agreement, is set out in
a Schedule to this Agreement;


 


“Advanced Remote Hands Service”
means repair and maintenance services that require taking Customer Equipment off rack as detailed in Clause 2.4 below;


 


“Background IP” shall
have the meaning set out in Clause 6.5 below;


 


“Basic Remote Hands Service”
means repair and maintenance services performed without taking Customer Equipment off rack as detailed in Clause 2.3 below;


 


“Business Day” means
a day which is not a Saturday, Sunday or a public holiday in the United States;


 


“Capital Expenditure”
shall have the meaning ascribed to that term in Clause 3.14 below.


 


“Confidential Information”
means the terms of this Agreement and all information whether in written or any other form which has been or may be disclosed in the course
of the discussions leading up to the entering into or performance of this Agreement and which is identified as confidential or is clearly
by its nature confidential including information relating to this Agreement or the Services, data used or generated in the provision of
the Services, or any of Customer’s products, operations, processes, plans or intentions, know- how, trade secrets, market opportunities,
customers and business affairs;


 






     


     


    

 


“Customer Equipment”
means the Customer’s Miners and other Customer equipment installed in the Licensed Area;


 


“Data Center” means
the Whinstone leased site located at [***] in [***], Texas;


 


“Data Center Rules”
means the rules applying to the Customer’s use of the Data Center;


 


“Data Protection Laws”
means the laws and regulations governing the use of personal data;


 


“Defaulting Party”
shall have the meaning set out in Clause 13.2 below;


 


“Developed IP” shall
have the meaning set out in Clause 6.5 below;


 


“Extended Term” shall
have the meaning set out in Clause 13.1 below;


 


“Force Majeure” means
any event beyond the reasonable control of either or both of the parties including but without limitation to war, civil war, armed conflict
or acts of terrorism or a public enemy or other catastrophes, riot, civil commotion, malicious damage, compliance with any law or governmental
order, rule or regulation or direction coming into force after the date of this Agreement, epidemics, pressure waves caused by devices
traveling at supersonic speeds, nuclear accident, and acts of God and strikes, slowdowns, lockouts or other labor stoppages excluding
employee(s) of Whinstone affecting third parties which in each case causes either party to be unable to comply with all or a material
part of its obligations under this Agreement;


 


“Hosting Service”
means service providing electrical power and ventilation to the Customer Equipment as detailed in Clause 2.2 below;


 


“Initial Term” shall
have the meaning set out in Clause 14.1 below;


 


“Intellectual Property”
means all intellectual property, including patents, utility models, trade and service marks, trade names, domain names, rights in designs,
copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how, in all cases whether or not registered or
registrable and including registrations and applications for registration of any of these and rights to apply for the same, rights to
receive equitable remuneration in respect of any of these and all rights and forms of protection of a similar nature or having equivalent
or similar effect to any of these anywhere in the world;


 


“IP Connection Service”
means the connection to the Customer Equipment permitting communication with the Internet as specified in the Service Details;


 


“Licensed Area” means
the Building C where the Customer Equipment will be placed;


 


“Maintenance” means
any work carried out by Whinstone in order to upgrade, improve or maintain the Service including any modification, change, addition or
replacement which does not detract from, reduce or impair the overall quality or performance of the Service;


 


“Miners” means cryptocurrency
mining machines, which are part of the Customer Equipment, which connect using the IP Connection Service and send computation results
to the Mining Pool.


 


“Mining Pool” is
the pooling of resources by Miners, who share their processing power over a network, to split the reward equally, according to the amount
of work they contributed to the probability of finding a block.


 






    2


     


    

 


“Services” collectively
means Hosting Service, Basic Remote Hands Service, and Advanced Remote Hands Service, with the Hosting Service and Basic Remote Hands
Service provided as needed to the Customer;


 


“Service Details”
means service details in the format provided by Whinstone pursuant to which the Customer may request Services;


 


“Party” means Whinstone
and the Customer (as the case may be) and shall include their permitted assignees and “Parties” shall mean both of
them;


 


“Pass Through Rate”
shall have the meaning set out in Clause 3.11.2 below; “Personal Data” shall have the meaning as defined under the
Data Protection Laws; “PPM Agreement” shall have the meaning set out in Clause 3.11.2 below;


 


“RFU Date” means
the Ready For Use Date, which is the date Whinstone will fully provide the Customer the Services;


 


“Representatives”
means, in relation to any party, its officers, employees and agents;


 


“Scheduled Maintenance”
means Maintenance that is: (i) carried out between the hours of 12:00 am to 6:00 am; and (ii) notified to the Customer at least five (5)
Business Days in advance;


 


“Specified Power Draw”
shall have the meaning set out in Clause 3.13 below;


 


“Whinstone Equipment”
means any equipment which is supplied by or on behalf of Whinstone to the Customer for the purpose of providing the Services and includes
any equipment specified in Service Details; and


 


		1.2	In the event of any conflict between any of the documents referred to in this Clause 1.2, they shall be
given the following order of priority:



 


		1.2.1	the terms of the relevant Service Details; 1.2.2. the terms set out in this Agreement; and 1.2.3. the
terms set out in the AUP.



 


		1.3	In the Agreement:



 


		1.3.1	references to Clauses, paragraphs and subparagraphs are references to clauses, paragraphs, subparagraphs
of or to this Agreement;



 


		1.3.2	the headings contained in this Agreement are for convenience only and shall not influence the interpretation
of this Agreement;



 


		1.3.3	any reference to a statute, statutory provision, subordinate legislation, code or guideline (“legislation”)
is a reference to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with
or without modification) any such legislation.



 


		1.4	Whinstone and the Customer each represents and warrants to each other that it has the power to enter into,
exercise its rights under and perform and comply with its obligations under this Agreement and all actions, conditions and things required
to be taken, fulfilled and done by it to so enter into, exercise its rights under and perform and comply with its obligations under this
Agreement and ensure that those obligations are valid, legally binding and enforceable have been taken, fulfilled and done.



 






    3


     


    

 


		2	SERVICE DESCRIPTION



 


		2.1	Data Center Facilities



 


		2.1.1	Whinstone will provide an installation environment for the Customer Equipment including, but not limited
to, the Licensed Area in [***] buildings, rack systems, electricity supply (including PDU), transforming equipment, free air cooling (including
evaporative cooling and single phase liquid cooling), smoke detection, IP Connection Service and physical security. Physical security
includes 24-hour patrol, camera security, and a fence around the Licensed Area.



 


		2.1.2	Whinstone shall grant the Customer, free of charge, escorted access to the property in [***], TX for equipment
inspections, installation, removal, additions, subtractions or physical maintenance by prior appointment.



 


		2.1.3	With written prior consent of the Customer, Whinstone may relocate the Customer Equipment within the Data
Center or to another facility operated by Whinstone provided that there are no changes to the terms of this Agreement. Any such relocation
of the Customer Equipment will be carried out by Whinstone. Any costs incurred in relation to such relocation will be borne by Whinstone.
The Customer shall reserve the right to inspect the new facility beforehand.



 


		2.1.4	When the Customer visits the property in [***], TX or accesses the Data Center network remotely the Customer
shall at all times comply with the Data Center Rules that have been provided to the Customer in advance; provided, however, that the Customer
shall only be obligated to comply with such Data Center Rules to the extent that they are reasonable. Whinstone shall provide the Customer
a copy of the Data Center Rules and shall send a new copy if there are any changes made therein.



 


		2.1.5	Whinstone represents and warrants that building or other permits, city inspection, or certification is
not required with regard to providing services under this Agreement.



 


		2.1.6	Whinstone represents and warrants that the Data Center has been certified by the Texas Comptroller of
Public Accounts as, and is presently publicly registered with the Texas Comptroller as a “Qualifying Data Center” within the
meaning of the Texas Tax Code Section 151.359 and the rules promulgated thereunder, and, as such, is entitled to claim an exemption from
the Texas state sales tax for qualifying purchases. Whinstone covenants and agrees that the Data Center shall remain certified by and
publicly registered with the Texas Comptroller as a “Qualifying Data Center” during and throughout the Initial Term.



 


		2.2	Overview of Hosting Service Whinstone shall be responsible for the following:



 


		2.2.1	License of the Licensed Area.



 


		2.2.2	Provision of the cabling for a connection to the IP Connection Service by way of a CAT 5e Ethernet cable.



 


		2.2.3	Escorted access by the Customer’s employees to the Customer Equipment at any time from 10 am to
5 pm Monday through Friday.



 


		2.2.4	Monitored alarm and security call out service.



 


		2.2.5	Physical Security: The facility will be surrounded by fencing and monitored by security cameras. Whinstone
shall implement access control policies to ensure non-authorized persons are not able to enter the facility. Armed personnel will be onsite
at all times.



 


		2.2.6	IT Security: Whinstone will install a firewall and implement an IT security policy to prevent unauthorized
access physically or remotely, viruses and ransomware. However, the Customer shall have the right to install its own firewall and implement
its own security policies in the place of or in addition to Whinstone as mutually agreed to by both parties.



 


		2.2.7	Fire detection and alarm system.



 






    4


     


    

 


		2.2.8	Equipment parts storage and inventory management.



 


		2.2.9	After the RFU Date, acceptance of delivery of the Customer Equipment between 10:00 am to 4:00 pm on Business
Days, subject to two (2) Business Days’ notice to Whinstone, to be stored prior to installation.



 


		2.2.10	Whinstone will be solely responsible for handling any complaints from third parties with respect to the
noise from the Customer Equipment and shall hold the Customer harmless from any responsibility or costs arising out of or in relation
to such complaints.



 


		2.2.11	Whinstone will install all Customer Equipment on the data center racks, provide power and internet connection
within thirty days of RFU Date. Installation includes unpacking, assembly and installation, LAN cable and power connection, initial setting,
and garbage disposal.



 


		2.2.12	Whinstone will provide stable power supply to the Customer’s equipment at [***]V. The equipment’s
power consumption may be adjusted by following instructions from the manufacturer. Whinstone will comply with any request from the Customer
to adjust the power consumption if the total power consumption of all Customer equipment does not exceed the Specified Power Draw, or
fall below [***] of the Specified Power Draw, unless both Parties mutually agree to do so.



 


		2.2.13	Whinstone will follow the Service Level Agreement in Clause 4 and make its best efforts to ensure:



 


		i.	Average air intake temperature into the Customer’s Miners is not greater than 30 degrees Celsius
by maintaining sufficient airflow, preventing mixing of cool and hot exhaust air from the equipment in the data center, and using evaporative
cooling;



 


		ii.	Filters are used in the air intake system of the data center facility, and the air inside the data center
is free of dust, insects, corrosion, precipitation and condensation.



 


		iii.	Intake and exhaust fans are free of obstruction or debris.



 


		2.2.14	Whinstone will label all the Customer Equipment, cables, replacement parts to track inventory, replacement
parts, and to make Basic Remote Hand Service the most efficient.



 


		i.	Whinstone will reference Miners with a unique identifiable identification number when giving reports to
the Customer;



 


		ii.	For equipment other than Miners which may not have a unique ID number, Whinstone will properly label and
store the equipment separate from other customers in the data center.



 


		2.2.15	Whinstone will provide monthly reports to the Customer. These reports shall contain a summary of monthly
power draw as measured from power consumption meters and include appropriate billing owed to Whinstone by the Customer.



 


		2.2.16	Whinstone will provide Basic Remote Hands Service at no extra charge as outlined in Clause 2.3.1 and will
offer Advanced Remote Hands Service for additional cost as outlined in Clause 2.4.1.



 


		2.2.17	Customers may inspect the site before shipping its equipment and supplies to bring the Customer’s
Miners online. Upon completion of the inspection, the Customer may reduce the Specified Power Draw cited in Clause 3.12.1 if the site
does not meet Customer’s expectations and reduce the Advanced Remote Hands Service fee by the same proportionate amount as the reduction
of Specified Power Draw.



 






    5


     


    

 


		2.3	Basic Remote Hands Service



 


		2.3.1	Basic Remote Hands Service is available twenty-four (24) hours a day, seven (7) days a week. Where requested
by the Customer, Whinstone staff shall be available to perform the following tasks only on the instructions of the Customer in respect
of the Customer Equipment:



 


		i.	Remote monitoring of equipment performance and status;



 


		ii.	Remote fault diagnosis;



 


		iii.	Pushing a button;



 


		iv.	Switching a toggle;



 


		v.	Power cycling (turning on/off) the Customer Equipment;



 


		vi.	Re-setting, rebooting the Customer Equipment;



 


		vii.	Securing cabling to connections



 


		viii.	Observing, describing and/or reporting to the Customer indicator lights or display information on machines
or consoles;



 


		ix.	Cable organization;



 


		x.	Modifying basic cable layout, labelling and/or re-labelling of the Customer Equipment;



 


		xi.	Cable patching;



 


		xii.	Checking alarms for faults; and/or



 


		xiii.	Inserting/removing discs or equivalent storage devices into/ from the Customer Equipment.



 


		2.4	Advance Remote Hands Service



 


		2.4.1	The following Advanced Remote Hands Services are not included in the Basic Remote Hands Service but may
be provided by Whinstone to the Customer on a best effort basis. Unless explicitly expressed in Clause 2.3.1, in cases of ambiguity between
Advanced Remote Hands Services and Basic Remote Hands Services, Advanced Remote Hands Services shall come into effect if the Customer
Equipment must be taken off the rack:



 


		i.	Installing applications or software to the Customer Equipment;



 


		ii.	Uploading of data to the Customer Equipment;



 


		iii.	Configuring the Customer Equipment operating system;



 


		iv.	Configuring any software or applications on the Customer Equipment;



 


		v.	Customer Equipment component fault diagnosis;



 


		vi.	Software component fault diagnosis;



 


		vii.	Rectifying problems caused by the Customer Equipment or software;



 


		viii.	Rectifying problems caused by the Customer; or



 


		ix.	Any service whatsoever requiring the opening of the outer casing of any of the Customer Equipment.



 


		2.4.2	Communication for Advance Remote Hands Service shall be done via email or Whinstone’s ticketing
system. Whinstone will follow the Service Level Agreement as well as the work schedule specified in Clause 4.



 


		2.4.3	Advanced Remote Hands Service shall be provided by Whinstone to the Customer for a fixed monthly fee as
detailed in Clause 3.12, separately from Hosting Fees which includes only the Basic Remote Hands Service.



 






    6


     


    

 


		3	CHARGES AND PAYMENTS



 


		3.1	In consideration of the provision of the Services, the Customer shall pay charges in accordance with this
Clause 3.



 


		3.2	Whinstone shall issue a monthly invoice to the Customer no later than the tenth day of the following month
containing all charges and fees for providing the Services under this contract, including the Hosting Fees prepayment under 3.11.2. The
Customer shall pay the undisputed amounts of such invoice no later than the last day of the month in which the Customer receives it.



 


		3.3	If the Customer requests Whinstone to provide any services other than contemplated in this Agreement,
Whinstone shall be entitled to invoice the Customer for any and all changes to such services pursuant to the agreement between the parties.



 


		3.4	If either Party fails to pay any amount owed under this Agreement by the dates set forth herein:



 


		3.4.1	The Party to receive payment shall be entitled but not obliged to charge the Customer interest at a rate
of [***]% per year on the overdue amount commencing 14 business days after the due date up to the date of actual payment.



 


		3.4.2	Actual power consumption is measured at the end of each month, and a credit or debit is applied toward
the next hosting fee prepayment invoice. If the credit or debit is not paid or applied on that invoice, the Party to receive payment shall
be entitled but not obliged to charge the other Party interest [***]% per year on the overdue amount commencing 14 business days after
the due date of the invoice to the date of actual payment.



 


		3.5	All charges and payments referred to in this Agreement are inclusive of sales tax (if applicable) and
all similar taxes and duties payable in respect of such payments. To the extent that additional tax is properly chargeable to the Customer,
the Customer shall pay at the time that the payment becomes due.



 


		3.6	All amounts due under this Agreement shall be paid in accordance with all work performed and services
provided. In the event that the Parties change the scope of the services, Whinstone and the Customer will agree on all billing changes
and handle each credit or debit once there is a mutual agreed amount.



 


		3.7	In the event of any failure by either Party to make full payment to the other Party of any and all amounts
due pursuant to this Agreement, the Party owing payment shall be responsible for all costs and expenses which the other Party reasonably
incurs in collecting such amounts.



 


		3.8	The Parties may combine charges and invoices and offset any amounts owed to the other Party.



 


		3.9	This Clause intentionally left blank.



 


		3.10	Installation Fees



 


		3.10.1	This Clause intentionally left blank.



 


		3.10.2	Installation is considered complete when the Miner is seen remotely connecting to the Mining Pool and
sending computation. In cases of faulty equipment, installation will be considered complete when Whinstone diagnoses the fault, sends
a report to the Customer, and completes installation of alternative equipment.



 


		3.10.3	This Clause intentionally left blank.



 






    7


     


    

 


		3.11	Hosting Fees



 


		3.11.1	The Hosting Fees cover all services and items specified in this Agreement except for Advanced Remote Hands
Service in Clause 3.12 and is calculated based on the power consumption of the Customer Equipment and shall not include Whinstone’s
own equipment (PUE) or the equipment of Whinstone’s other customers.



 


		3.11.2	The Hosting Fee rate is the lesser of either (i) $[***] USD or (ii) the “Pass Through Rate”
as hereinafter defined. As used herein, the “Pass Through Rate” is defined as the lesser of either (i) the “Net
Effective Rate” as that rate is defined and calculated in the Pro Forma Pricing Model attached as Attachment C to that certain Power
Services Agreement entered into by and between Whinstone and Priority Power Management LLC on April 3, 2020 (the “PPM Agreement”)
or (ii) the exact price at which Whinstone is billed monthly for electricity provided to Customer per kilowatt-hour. The Hosting Fee rate
shall remain unchanged for [***] consecutive years under any Extended Term under Clause 13.1. Whinstone will install power consumption
meters at the transformers.



 


		3.11.3	Whinstone, to the best of its knowledge, confirms that the “Pass Through Rate” is presently
$[***] per Megawatt Hour as shown in the Pro Forma Pricing Model attached as Attachment C to the PPM Agreement, a materially accurate
copy of which is attached hereto as Exhibit “1”. Customer understands that this rate is variable.



 


		3.11.4	Hosting Fee rate = $[***] per Megawatt Hour or lower depending on the “Pass Through Rate”
for [***] years, with the option to renew for the remainder of the Initial Term at the same pre-agreed upon terms seen in 3.11.2, in one
year increments. Whinstone will invoice an [***] kW upon deployment of the Customer Equipment. Whinstone will require the payment to be
made fifteen days prior to powering the Licensed Area.



 


		3.12	Advanced Remote Hands Service Fee



 


		3.12.1	Whinstone will invoice the Customer a fixed monthly fee of $[***] (USD) for the Advanced Remote Hands
Services based on a scale of [***] Miners. Whinstone will invoice Advanced Remote Hands Services together with the Hosting Fees and the
applicable period for services rendered shall be the same month as the Hosting Fees unless otherwise specified. Notwithstanding the prior
sentence, until all Specified Power Draw is provided, and all the Miners have been installed, Whinstone will invoice the Customer for
Advanced Remote Hands Services based on the average number of installed Miners during the prior month. This fixed monthly fee will be
credited towards Customer’s power bill in the result that there is greater than or equal to [***] of the Specified Power Draw at
the rate specified in Clause 3.11.1



 


		3.12.2	Whinstone will adhere to all sections of the Service Level Agreement in Clause 4 as well as those specifically
detailed for the Advanced Remote Hands Service.



 


		3.12.3	In the likely result that the Advanced Remote Hands Service Fee is not necessary for Customer because
they are monitoring their own systems with on-site staff, Customer will elect, in writing, that this service is no longer needed. Upon
election and acceptance from Whinstone, this fixed monthly fee will be waived indefinitely.



 


		3.13	Specified Power Draw



 


		3.13.1	Whinstone will provide the Customer with at least [***] kW [***] MW of power available for the Services
by September 30, 2020. As a minimum commitment, regardless of power consumption, the Customer shall pay for Hosting Fees for greater than
or equal to [***] of the Specified Power Draw at the rate specified in Clause 3.11.1.



 


		3.13.2	Customer and Whinstone agree, to the best of their ability, to be fair in negotiations and working to
a mutually beneficial decision in the result of unforeseen circumstances.



 


For Purpose of Example and Reference,
a cost of power calculation has been provided below based on $[***]/mWh ($[***]/kWh), the “Hosting Fee rate.”


 


[***]


 


		3.13.3	If Whinstone determines that the over-usage of power cannot be reasonably permitted, Whinstone reserves
the right to require the Customer to remove or deactivate sufficient Customer Equipment to prevent such over-usage within 24 hours of
notification, which will describe in detail the reasons for the removal or deactivation. Whinstone shall consult with the Customer in
good faith before determining to remove or deactivate.



 






    8


     


    

 


		3.14	Capital Expenditure. The Customer will pay to Whinstone the “Capital Expenditure” (as defined
in the following sentence) in multiple payments, no one to exceed $[***] each (for a total Capital Expenditure not to exceed $[***]).
These payments shall be made on mutually agreed upon dates. The “Capital Expenditure” is defined as the lesser of either
(i) the actual costs of construction and buildout of the infrastructure, building and power requirements of the Licensed Area or (ii)
[***]. At least [***] days prior to the RFU date, Whinstone shall provide to Customer a full accounting of the actual costs of construction
and buildout of the infrastructure, building and power requirements of the Licensed Area along with accurate receipts, bookkeeping, and
proof of purchase for all invoices exceeding $[***] per line item.



 


		3.15	This Clause intentionally left blank.



 


		3.16	Whinstone agrees that all costs of construction and buildout of the infrastructure, building and power
requirements of the Licensed Area greater than $[***] will be at the sole cost and expense of Whinstone. Whinstone agrees that, in the
result of which this $[***] is more than necessary for the Capital Expenditure, Whinstone will refund the remaining funds to Customer.



 


		3.17	Whinstone represents and warrants that the Capital Expenditure and Hosting Fees shall be exempt from Texas
state sales tax because the expenditures for which the Capital Expenditure and Hosting Fees will be allocated are qualifying purchases
for a “qualifying data center” within the meaning of Texas Tax Code Section 151.359 and the rules promulgated thereunder.
In the event that, at any time during the Initial Term, any Texas state sales tax should be assessed on any portion of the Capital Expenditure
or any portion of the Hosting Fees, Whinstone shall pay such Texas state sales tax solely from its own funds and shall indemnify and hold
harmless the Customer from any and all liability, charges, costs, assessments, fees, fines, penalties and interest arising out of such
assessment.



 


		4	Whinstone agrees that the Capital Expenditure allows Customer complete use of the Licensed Area for a
continuous, uninterrupted period of [***] years, unless otherwise mutually agreed upon by both Parties in writing at a later date.



 


		5	OPERATIONS AND SERVICE LEVEL AGREEMENT (“SLA”)



 


		5.1	Whinstone reserves the right to vary the technical specifications of the Services where necessary for
operational reasons and without detracting from, reducing or impairing the overall quality or performance of the Services, after giving
reasonable written notice to the Customer (except in the case of an emergency where notice is not possible; provided, however, that in
such case, Whinstone shall provide notice to the Customer then as soon as reasonably possible).



 


		5.2	Without prejudice to Clause 4.1, Whinstone reserves the right to, after providing the Customer with reasonable
advance written notice (provided, however, that in the event of an emergency, as soon as reasonably possible) at any time to make any
change, addition to or replacement of any part of the Services where this is required to conform with any applicable safety, statutory
or legal requirement, provided that this does not detract from, reduce or impair the overall quality or performance of the Services.



 


		5.3	The Customer may report any claims including failures of performance of the Services by Whinstone to the
Whinstone support center at any time. Whinstone shall take all actions necessary to remedy such failures as soon as possible.



 


		5.4	Interface or access to inventory, monitoring and Hashtrend software is provided to the Customer at no
additional charge.



 


		5.5	Uptime Guarantee



 


		5.5.1	Whinstone guarantees an uptime percentage (percentage of time to maintain uninterrupted performance of
the total Customer Equipment) of [***]% and no more than [***] days of planned downtime due to loss of power, construction, or network
outage.



 


		5.5.2	Whinstone will not charge Customer for any power cost during the period of which there is interrupted
performance of the total Customer Equipment.



 


		5.5.3	Whinstone will give at least twenty-four (24) hours advance notice to the Customer via email before any
datacenter downtime, or any downtime affecting more than [***] machines at one time.



 


		5.5.4	If any unplanned event causes more than [***]% of equipment to go offline, Whinstone will acknowledge
the alert within 1 hour and report immediately to the Customer. Whinstone will attempt to begin remedy of the issue within 1 hour of alert
acknowledgement and shall provide a full incident report within 5 business days of alert acknowledgement to the Customer.



 






    9


     


    

 


		5.6	Performance Guarantee



 


		5.6.1	Whinstone will perform maintenance and repairs to ensure the total daily average hashrate of all machines
does not fall by more than [***]% below the Customer Equipment manufacturer’s specified range.



 


		5.6.2	If total hourly average hashrate of all Customer Equipment falls more than [***]% compared to the previous
hour, Whinstone will respond to the incident within 1 hour and provide a full incident report within 5 business days of the incident to
the Customer.



 


		5.6.3	Whinstone will make the best effort to employ a monitoring system to monitor uptime, performance and other
machine metrics.



 


		5.6.4	Whinstone shall maintain average hashrate overall for Customer Equipment within the tolerance range of
the equipment manufacturer’s specifications.



 


		5.6.5	Whinstone shall acknowledge alerts from its monitoring system within 30 minutes and respond within 1 hour.
If the problem cannot be corrected, the Customer Equipment affected will be place in a maintenance queue and reported to the Customer
by the next business day.



 


		5.6.6	Whinstone will reply to notices from the Customer on the same business day.



 


		5.6.7	Whinstone shall maintain an intake temperature suitable for proper operation of the machines. If any machines
do overheat, Whinstone shall turn them off as soon as possible and report the issue to the Customer.



 


		5.7	Advanced Remote Hands Service



 


		5.7.1	Whinstone will provide Advanced Remote Hands Service from 9 am to 9 pm, seven days a week. This service
includes repairs, unracking/racking units, and replacement of parts such as hashboards, fans, controller boards.



 


		5.7.2	If the hourly hashrate performance of a single Miner drops more than [***]%, Whinstone will respond within
30 minutes, and attempt to repair or replace faulty parts and components within 1 hour. If the issue cannot be resolved within 1 hour,
Whinstone will place the equipment into a maintenance repair queue.



 


		5.7.3	Whinstone shall reduce the maintenance repair queue at all times it is not responding to any incidents.



 


		5.8	Whinstone will sell electricity in lieu of providing electricity to the Customer if the Ercot Market profitability
exceeds the [***]% of the contract price. The profit will be distributed [***]% to the Customer.



 


		6	WHITELABELING OF SERVICES



 


The Customer may white label the Services
and arrangements under this Agreement on a back-to-back basis to specifically named third parties upon thirty-day notification to Whinstone,
and Whinstone shall accept such execution of this right provided there are no changes to the terms of this Agreement. Any requested changes
to warranties, representations, obligations, or service levels to be provided by Whinstone shall be negotiated in good faith by the Parties.
Unless prior arrangement is made, the Customer shall be responsible for billing and collection associated with any white label offering.


 






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		7	OWNERSHIP AND INTELLECTUAL PROPERTY



 


		7.1	The Parties acknowledge and agree that the Customer Equipment is the sole property of the Customer. In
no event shall Whinstone claim ownership of any of the equipment.



 


		7.2	The Parties acknowledge and agree that any outcomes or productivities, including but not limited to, block
chains, hash and digital currencies, generated from the operation of the equipment are the sole property of the Customer. In no event
shall Whinstone claim the ownership of any of such outcomes or productivities.



 


		7.3	Whinstone shall not sell or create any mortgage, lien, or any kind of encumbrance on the Customer Equipment,
the Intellectual Property, or any outcomes or productivities owned by the Customer.



 


		7.4	The Customer will have a non-transferable license to use any IP address allocated by Whinstone to the
Customer for the duration of this Agreement. If this Agreement is terminated for any reason, the Customer’s license to use the IP
address shall automatically terminate.



 


		7.5	Customer owns any Developed IP. “Developed IP” means any intellectual property other than
Background IP created or discovered by the Parties in connection with this Agreement, including without limitation any reports Whinstone
provides to Customer. “Background IP” means all intellectual property owned or licensed by a Party before starting services
under this Agreement or independent of services under this Agreement. The Developed IP is a work made for hire for the Customer to the
extent permitted by applicable law, and Customer retains all intellectual property rights in the Developed IP. To the extent that Whinstone
or its personnel own any rights in the Developed IP, Whinstone assigns, or will procure the assignment of, all rights, title, and interest
in the Developed IP to Customer. If applicable law prevents future assignments, Whinstone will assign, or will procure the assignment
of, such rights as these are created. If applicable law prevents Whinstone from transferring ownership of any Developed IP to Customer,
Whinstone grants Customer a perpetual, irrevocable, exclusive, royalty-free, fully-paid, transferable, worldwide license, with the right
to sublicense, to: (1) reproduce, prepare derivative works of, distribute, publicly perform, publicly display, and otherwise use such
Developed IP; and (2) make, use, sell, offer for sale, import, export any component of, and otherwise dispose of such Developed IP. This
agreement does not transfer any rights associated with Background IP, which will remain vested with their owners.



 


		7.6	Whinstone will defend Customer and its affiliates, and indemnify them against liabilities in any third-party
legal proceeding to the extent arising from an unaffiliated third party’s allegation that Customer or its affiliate’s use
of the Services or any deliverable under this Agreement from Whinstone infringes or misappropriates the third party’s Intellectual
Property Rights.



 


		8	CONFIDENTIALITY



 


		8.1	The parties agree that Confidential Information:



 


		8.1.1	shall be used solely for the purpose for which it was furnished in connection with performance of this
Agreement;



 


		8.1.2	shall be maintained in strict confidence and shall not be disclosed to third parties, provided, however,
that Whinstone and the Customer may disclose Confidential Information to their respective affiliates and sub-contractors and their respective
employees who need to have access to such Confidential Information for the purposes of providing the Services on the condition that Whinstone
and the Customer shall procure compliance by such sub-contractors or affiliates and their respective employees with the terms of this
Clause 7; provided, however, that Whinstone and the Customer shall be responsible for any breach of the obligations set forth in this
Clause 7 by such sub-contractors or affiliates and their respective employees; and



 


		8.1.3	upon termination of this Agreement shall be returned to the disclosing Party, together with all copies,
or (at the disclosing Party’s option) destroyed.



 






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		8.2	Any disclosure of Confidential Information permitted under Clause 7.1.2 shall be in confidence, and only
be to the extent that any persons to whom the information is disclosed need to know the same for the performance of their duties and the
receiving Party shall be obliged to procure that all such persons are aware of the obligation of confidentiality and undertake to comply
with it.



 


		8.3	The obligations of confidentiality and restricted use set out in Clauses 7.1 and 7.2 are not applicable
to Confidential Information that:



 


		8.3.1	was previously or becomes known to the receiving Party, free from any obligation to keep the same confidential
(provided that Confidential Information disclosed in contemplation of the provision of the Services shall still remain subject to such
obligations);



 


		8.3.2	is or becomes generally available to the public, other than as a direct or indirect result of unauthorized
disclosure by the receiving Party, its affiliates or a person engaged by the receiving Party or its affiliates contrary to their respective
obligations of confidentiality;



 


		8.3.3	is shown to have been independently developed by the receiving Party, its officers, employees, agents
or contractors;



 


		8.3.4	the Parties agree in writing that it need not be kept confidential; or



 


		8.3.5	is required to be disclosed by law or by regulation or by the order of any governmental authority or court
provided that, to the extent permitted by law, prior to any disclosure, the receiving Party notifies the disclosing Party of the information
to be disclosed and the circumstances in which the disclosure is alleged to be required as early as reasonably possible before such disclosure
must be made and, at the disclosing Party’s request and cost, assists the disclosing Party in avoiding or limiting any such disclosure.



 


		8.4	Without prejudice to any other rights and remedies that the disclosing Party may have, the receiving Party
agrees that if Confidential Information is used or disclosed or threatened to be used or disclosed other than in accordance with the terms
of this Agreement, the disclosing Party shall, without proof of special damage, be entitled to seek an injunction, specific performance
or other equitable relief for any actual or threatened breach of this Clause 7.



 


		8.5	Notwithstanding Clause 7.1, Whinstone will request in writing to the Customer and request the Customer
to participate in its advertising and/or promotional literature and other materials. The Customer has the right to opt out of any and
all advertising request.



 


		8.6	In order for Whinstone to provide the Services, the Customer will need to supply certain information or
data. Where such information or data constitutes Personal Data, Whinstone will comply with the Data Protection Laws. The Parties shall
duly observe and comply with all their obligations under the Data Protection Laws in relation to any Personal Data processed in connection
with this Agreement and shall render such assistance and cooperation as is reasonably necessary or reasonably requested by the other Party
in respect thereto.



 


		8.7	It shall be the Customer’s responsibility to keep any Personal Data provided to Whinstone up to
date and the Customer warrants and undertakes to Whinstone that all of its Personal Data and contact details are accurate and complete.



 


		8.8	Whinstone may pass the Customer’s Personal Data to Whinstone affiliates and to any third-party suppliers
Whinstone may use to provide services that involve processing data on Whinstone’s behalf for the purpose of providing the Services
and as contemplated by the terms of this Agreement; provided, however, that Whinstone shall be responsible for any breach of the obligations
set forth in this Clause 7 by such affiliates and third party suppliers.



 






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		9	LIABILITY, REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS



 


		9.1	Both Parties represent and warrant that they have the right and capacity to enter into this Agreement
and fully perform their respective obligations hereunder;



 


		9.2	Whinstone shall perform the Services as described herein and shall provide the Services in a professional
manner consistent with industry standards.



 


		9.3	Whinstone hereby agrees to indemnify and hold harmless the Customer and any of its managers, owners, successors,
licensees and assignees, from any and all losses, costs, liabilities, damages and expenses, including but not limited to, reasonable attorney
fees resulting from any breach of any obligations, representation, warranty and/or covenant under this Agreement. Notwithstanding any
provisions herein, Whinstone agrees to indemnify the Customer for any losses directly or indirectly caused by negligence or intentional
or willful misconduct of Whinstone in its performance of obligations under this Agreement, including but not limited to, faulty operations,
bad design, or misuse of the facilities in the datacenter.



 


		9.4	If electrical supply is suspended for five (5) or more consecutive days, or more than seven (7) days in
any twelve (12) month period due to any cause other than due to Force Majeure event, the Customer is entitled to suspend or terminate
this Agreement by giving a written notice to Whinstone. Written notice will be signed and emailed to Whinstone, and a physical copy will
be sent to Whinstone’s registered address. The timestamp of the email will be considered the date of the receipt of such notice.
If the Customer terminates this Agreement for the aforementioned reason, Whinstone shall pay for the costs to decommission, clean, package
onto pallets and for the shipping cost to transport all Customer’s Customer Equipment to a new location.



 


		9.5	Neither Party excludes or limits its liability to the other Party for:



 


		9.5.1	death or personal injury caused by its negligence;



 


		9.5.2	fraud or fraudulent misrepresentation.



 


		9.6	Subject to Clauses 6, 8.5, 8.7, and claims for outstanding payment, the aggregate liability of each Party
to the other in contract, tort (including negligence), for breach of a statutory duty or otherwise arising under or in connection with
this Agreement or its subject matter shall be limited to a sum equal to the greater of: (i) the aggregate charges payable by the Customer
to Whinstone in the [***] immediately prior to the date on which the cause of action first arose or, if the Agreement had been in force
for less than [***] at that date, the annualized amount of the charges payable by that date; and (ii) USD $[***].



 


		9.7	Subject to Clause 8.5 but notwithstanding anything else in this Agreement, the aggregate liability of:



 


		9.7.1	the Customer to Whinstone for damage to property, in contract, (including negligence) or otherwise arising
under or in connection with this Agreement shall be limited to a sum equal to the aggregate charges payable by the Customer to Whinstone
in the twelve-month period immediately prior to the date on which the cause of action first arose or, if the Agreement has been in force
for less than twelve months on such date, the annualized amount of the charges payable by that date; and



 


		9.7.2	Whinstone to the Customer for damage to property, in contract, tort (including negligence) or otherwise
arising under or in connection with this Agreement shall be limited to a sum equal to the aggregate charges payable by the Customer to
Whinstone in the twelve-month period immediately prior to the date on which the cause of action first arose or, if the Agreement has been
in force for less than twelve months on such date, the annualized amount of the charges payable by that date.



 


		9.8	In no event will Whinstone have any liability for non-provision or delay in the provision of the Services
which:



 


		9.8.1	can be reasonably attributed to the acts or omissions of the Customer, its affiliates, employees, workers,
sub-contractors, agents or customers including but not limited to failure to provide complete, accurate information in a timely manner
for Whinstone;



 


		9.8.2	arises from or as a consequence of use of the Services other than in accordance with the express terms
of this Agreement; and/or



 


		9.8.3	occurs during any period of suspension in accordance with Clause 12, provided, however, that this Clause
8.8 shall not apply in the case of willful misconduct or negligence by Whinstone, its affiliates, employees, workers, sub-contractors
or agents.



 






    13


     


    

 


		9.9	The Customer acknowledges that Whinstone would not enter into this Agreement at the prices herein without
the foregoing limitations of liability. Each Party acknowledges that the allocation of risk in this Agreement (including the exclusions
and limitations set out in this Clause 8) has been freely negotiated at arm’s length and is regarded by it as reasonable. The Customer
acknowledges that it has had an opportunity to consider adequate insurance cover and to obtain professional advice in relation to this
Clause 8.



 


		9.10	Whinstone shall not be liable for any claim arising under this Agreement unless the Customer gives Whinstone
written notice of the claim within twelve months of becoming aware of the circumstances giving rise to the claim.



 


		9.11	Whinstone shall maintain minimum general business liability insurance in the amount of ten million US
Dollars per occurrence or replacement value of the Customer’s Customer Equipment, whichever is lower. This coverage will not include
business income interruption coverage. The Customer is responsible for insuring their equipment and business income interruption insurance.



 


		9.12	Whinstone represents to the Customer that it has secured rights to at least [***] acres of leased land
for [***] years for the Data Center and secured for commercial access up to [***] gigawatt of aggregated electricity that can be delivered
to the Data Center, of which a portion of that may be incrementally offered to the Customer under an Extended Term.



 


		10	ASSIGNMENT



 


		10.1	This Agreement and all rights and obligations hereunder, in whole or in part, may not be assigned or transferred
by either Party without the prior written consent of the other Party. The Party is and shall remain liable to the other Party for any
act or omission of any of its Representatives and/or customers.



 


		10.2	Whinstone may, upon receipt of the Customer’s prior written consent, assign, sub- license or
                                                            deal in any other manner with this Agreement or any rights under the Agreement, or sub-contract any or all of any or all of
                                                            obligations under this Agreement to one or more of its affiliates or to any third party upon a sale of all or substantially all of
                                                            its assets and will provide notice to the Customer of any such assignment, provided, however, that the Customer is provided with the
                                                            Services under the same terms and conditions as those of this Agreement until the expiration of the Initial Term or the relevant
                                                            Extended Term, as the case may be, of this Agreement.



 


		11	FORCE MAJEURE



 


		11.1	Neither Party shall in any circumstances be liable to the other for any loss of any kind whatsoever including
any damages whether directly or indirectly caused or incurred by the other Party by reason of any failure or delay in the performance
of its obligations hereunder which is due to Force Majeure.



 


		11.2	If either of the Parties becomes aware of circumstances of Force Majeure which give rise to or which are
likely to prevent the performance of any obligations on its part, it shall as soon as reasonably possible and in any event within five
(5) Business Days after commencement of the Force Majeure serve notice in writing on the other Party specifying the nature and extent
of the circumstances giving rise to Force Majeure.



 


		11.3	If either Party is prevented from performance of substantially all of its obligations by Force Majeure
for more than two (2) months in total, the other Party may terminate this Agreement by giving notice in writing to the other Party at
any time, in which case neither Party shall have any liability to the other except that rights and liabilities which accrued prior to
such termination shall continue to subsist.



 


		12	NOTICES



 


		12.1	All notices and other communications given or made pursuant to this Agreement shall be in writing and
shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the Party to be notified, (b) when sent,
if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then
on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying
next business day delivery, with written verification of receipt. All communications shall be sent to the respective Parties at their
address as set forth below, or to such e-mail address, as subsequently modified by written notice given in accordance with this Clause
11 herein:



 






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		12.2	The addresses of the parties for the purposes of Clause 11.1 are:



 


		12.2.1	Whinstone US, Inc.



 


2721 Charles Martin Hall Road

Rockdale, Texas 76567

Marked for the attention of: [***]

[***]

Attention: [***]


 


		12.2.2	Rhodium 30mw, LLC.



 


[***] 

[***], Texas [***]

Marked for the attention of: [***]

Email: [***]

Attention: [***]


 


		12.3	In proving service, it shall be sufficient to prove that the envelope containing such notice was addressed
to the address of the relevant party set out in Clause 11.2 (or as otherwise notified by that party under this Clause) and delivered to
that address.



 


		13	SUSPENSION OF SERVICE



 


		13.1	Whinstone reserves the right to suspend the Services for the following reasons: 13.1.1. to carry out Maintenance
with the prior written consent of the Customer;



 


		13.1.1	to make any modification, change, addition to, or replacement of, the Whinstone Equipment or any part
of the IP Connection Service or the Services where this is required to conform with any applicable safety, statutory or legal requirements,
provided that such modification, change, addition or replacement does not detract from, reduce or impair the overall quality or performance
of the Services with prior written consent of the Customer;



 


		13.1.2	where the Customer fails to pay any undisputed Charges in accordance with Clause 3;



 


		13.1.3	where Whinstone is obliged to comply with an order, instruction or request of Government, court, law enforcement
agency or other competent administrative or regulatory authority, in which case Whinstone shall provide notice to the Customer as soon
as possible, and cooperate with the Customer to mitigate losses or take other appropriate actions;



 


		13.1.4	in an emergency; or



 


		13.1.5	where Whinstone has reason to terminate this Agreement in accordance with its terms.



 


		13.2	Where suspension of the Services is necessary in accordance with the provisions of Clause 12.1.2, Whinstone
will carry out such work as Scheduled Maintenance but in circumstances where this is not possible, Whinstone shall use all reasonable
endeavors to perform such work between the hours of midnight and 6am and shall restore the Services as soon as reasonably practical in
the circumstances.



 


		13.3	If Whinstone exercises its right of suspension under this Clause, this will not exclude its right to terminate
this Agreement later in respect of that or any other event, nor will it prevent Whinstone claiming damages from the Customer in respect
of any breach.



 






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		14	TERMINATION



 


	 	14.1	This Agreement shall commence on the Effective Date and shall continue for a period of One hundred twenty (120) months from the RFU Date (“Initial Term”) unless and until terminated in accordance with this Clause 14.




 


This Agreement shall be automatically extended for a period of 12 months
(“Extended Term”) at the end of the Initial Term and at the end of each Extended Term. The Customer can terminate the
contract at the end of the twelfth month of the Initial Term or any Extended Term with [***] by notifying Whinstone in writing sixty (60)
days prior to the end of the contract. Unless notified in writing of termination by the Customer as mentioned above, the Customer contract
will renew automatically for an additional twelve (12) months under the same conditions.


 


		14.2	Termination for Cause. Either party (the “Non-Defaulting Party”) may terminate this
Agreement (without prejudice to its other rights and remedies) with immediate effect by written notice to the other party (the “Defaulting
Party”) if:



 


		14.2.1	the Defaulting Party commits a material breach of any of its material obligations under this Agreement
(including failing to pay any sums payable under this Agreement by the due date) and if the breach is capable of remedy, fails to remedy
it during the period of [***] starting on the date of receipt of notice from the Non- Defaulting Party specifying the breach and requiring
it to be remedied; or



 


		14.2.2	the Defaulting Party becomes insolvent including being unable to pay its debts as they fall due and/or
that the value of its assets is less than the amount of its liabilities, taking into account its contingent and prospective liabilities,
proposes an individual, company or partnership voluntary arrangement, has a receiver, administrator or manager appointed over the whole
or any part of its business or assets; if any petition shall be presented, order shall be made or resolution passed for its winding up
(except for the purpose of a bona fide amalgamation or reconstruction), bankruptcy or dissolution (including the appointment of provisional
liquidators/interim receivers or special managers); if it shall otherwise propose or enter into any composition or arrangement with its
creditors or any class of them; if it ceases or threatens to cease to carry on business or if it claims the benefit of any statutory moratorium;
or



 


		14.2.3	the Defaulting Party suffers, or there occurs in relation to that party, any event which is analogous
to any of the events referred to in Clause 13.2.2 in any part of the world.



 


		14.2.4	In the case that the Customer terminates this Agreement due to Whinstone’s failure to cure a default,
or the matters specified in Clause 13.3 or 13.4, Whinstone will pay for the costs to decommission, clean, package onto pallets and ship
the Customer equipment to a new location. Whinstone will also pay Customer’s lost revenue from mining resulting from such termination
converted to US dollars, which shall be calculated based on the average market price of the mined digital asset and mining difficulty
levels for a period of [***] from the date of the termination.



 


		14.3	It is in the best interest of both Parties to pursue all reasonable efforts to remedy any issues with
the Services or Service Level Agreement without termination or penalties. [***].



 


		14.4	If Whinstone fails to install all of the Customer Equipment within [***] of the RFU Date, the Customer
[***].



 


		14.5	Either Party may terminate this Agreement with immediate effect by written notice and without further
obligation or liability to the Customer if required by any law enforcement or other government or regulatory organization or authority
or by the courts.



 


		14.6	All rights and obligations of the Parties shall cease to have effect immediately upon termination of this
Agreement, except that termination shall not affect:



 


		14.6.1	[***]; and



 


		14.6.2	the continued survival and validity of the rights and obligations of the Parties under Clauses [***] and
any other provisions of this Agreement necessary for the interpretation or enforcement of this Agreement.



 


		14.7	For the avoidance of doubt, save where otherwise agreed in writing between the Parties, termination of
any Services at a site does not constitute termination of this Agreement, and, where this Agreement has been terminated in accordance
with its terms, all Services will automatically terminate upon such termination.



 


		14.8	Upon termination of this Agreement, the Customer shall at its own cost and expense return to Whinstone
all IP addresses provided to it by Whinstone.



 






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		15	ANTI-BRIBERY AND CORRUPTION



 


Each Party warrants and represents that
it has not and will not carry out any act that could be an offense under anti-bribery laws.


 


		16	APPLICABLE LAW



 


This Agreement shall be governed by
Texas Law and the parties hereby submit to the exclusive jurisdiction of the Texas courts.


 


		17	GENERAL



 


		17.1	No failure or delay of either Party in exercising its rights hereunder (including the right to require
performance of any provision of this Agreement) shall be deemed to be a waiver or release of such rights. Any waiver or release must be
specifically granted in writing signed by the Party waiving its rights and shall:



 


		17.1.1	be confined to the specific circumstances in which it is given;



 


		17.1.2	not affect any other enforcement of the same or any other right; and



 


		17.1.3	unless it is expressed to be irrevocable, be revocable at any time in writing.



 


Any single or partial exercise of any
right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise
of any other right, power or remedy.


 


		17.2	If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any
respect under the law of any jurisdiction, that shall not affect or impair:



 


		17.2.1	the legality, validity, or enforceability in that jurisdiction of any other provision of this Agreement;
or



 


		17.2.2	the legality, validity, or enforceability under the law of any other jurisdiction of that or any other
provision of this Agreement.



 


		17.3	All work performed by Whinstone under this Agreement shall be performed as an independent contractor and
not as an agent of the Customer and neither Party shall be, nor represent itself to be, the employee, agent, representative, partner or
joint venture of the other. Neither Party shall have the right or authority to assume or create an obligation on behalf of or in the name
of the other or to otherwise act on behalf of the other. The performing Party shall be responsible for its employees’ compliance
with all applicable laws, rules, and regulations while performing work under this Agreement.



 


No modification, amendment or other
change may be made to this Agreement or any part thereof unless reduced to writing and executed by authorized representatives of Whinstone
and the Customer. Unless expressly so agreed, no modification or variation of this Agreement shall constitute or be construed as a general
waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under this Agreement which have
already accrued up to the date of such modification or waiver, and the rights and obligations of the Parties under this Agreement shall
remain in full force and effect, except and only to the extent that they are so modified or varied.


 


		18	ENTIRE AGREEMENT



 


		18.1	This Agreement constitutes the entire understanding between the Parties concerning the subject matter
of the Agreement and supersedes any previous agreement or understanding between the Parties in relation to the subject matter.



 


		18.2	With effect from the date of this Agreement all Services shall be provided solely in accordance with the
terms of this Agreement and all prior agreements and understandings between the Parties in relation to the same shall be deemed terminated
from the date hereof. Save in respect of rights and liabilities arising prior to such date, all such prior agreements and understandings
shall cease to be of effect from the date of signature of this Agreement. In no event shall the pre-printed terms and conditions found
on any Customer purchase order, acknowledgement, or other form be considered an amendment or modification of this Agreement, even if such
documents are signed by representatives of both Parties; such pre- printed terms and conditions shall be null and void and of no force
and effect.



 






    17


     


    

 


		18.3	Each Party acknowledges and agrees that in entering into the Agreement or in amending any part of this
Agreement, it has not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance (whether negligently
or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement. Each Party
irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation
to any of the foregoing.



 


		18.4	Nothing in Clauses 17.1 to 17.3 (inclusive) shall limit or exclude any liability for fraud.



 


		19	COUNTERPARTS



 


		19.1	This Agreement shall be executed in two originals, each Party shall retain one original respectively This
Agreement shall not be effective until each of the Parties has executed at least one counterpart.



 


		19.2	Each counterpart shall constitute an original, but all the counterparts shall together constitute one
and the same instrument.



 


		20	THIRD PARTIES



 


It is agreed that this Agreement is
not intended to and does not give to any other person who is not a party to this Agreement any rights to enforce directly any provisions
contained in this Agreement except for any person to whom the benefit of this Agreement is assigned or transferred in accordance with
Clause 9.


 


		21	FURTHER ASSURANCE



 


Each Party shall, if requested by the
other Party and at the other Party’s cost, execute or cause to be executed all documents and do or cause to be done all further
acts and things as may be necessary in order to vest in and secure to the other Party and its successors in title the full benefit of
the assets, rights and benefits to be transferred or granted to the other Party under this Agreement and for the protection and enforcement
of the same and otherwise to give effect to this Agreement and to the rights and obligations contained within this Agreement.


 


[Remainder of this page intentionally left blank;
signature page follows]


 






    18


     


    

 





The Agreement shall come into force from the seal
or signature date by both Parties. This Agreement is made out in two original copies, one copy to be held by each Party in witness thereof.


 


	CUSTOMER:	 	WHINSTONE:
	 	 	 
	On behalf of Rhodium 30mw LLC.	 	On behalf of Whinstone US, Inc.
	 	 	 
	/s/ Cameron Blackmon	 	/s/ Chad Everett Harris
	Name: Cameron Blackmon	 	Name: Chad Everett Harris
	Title:   Corporate Officer	 	Title:   Director
	Date:   06/30/2020	 	Date:   06/30/2020
	 	 	 



 


 


=