DEVELOPMENT AND OPERATION AGREEMENT

Phase I

“Phase I” shall mean the period from March 3, 2021 to the date that the last DBR Mine is installed and operable which date shall be confirmed in writing by DBR and HDP. The Parties acknowledge that: (a) as of the Effective Date, all mining servers contained in the HDP Mines are owned by HDP except that the HDP Mine referred to as “Container #5” holds [***] mining servers which are owned by DBR (the “DBR Container #5 Servers”), (b) during Phase I, DBR installed or will install DBR Mines on the Premises which DBR Mines and all mining servers, other equipment and infrastructure contained therein and installed by DBR (collectively, the “DBR Mine Equipment”) shall be owned exclusively by DBR, and (c) DBR has operated and will continue to operate all DBR Mines using electricity produced by the Hydro Project.

Simultaneous with the Effective Date, the LOI and the Letter Agreement are hereby terminated in their entirety. For the avoidance of doubt, all expenses, reimbursements and payments related to all HDP Mines and DBR Mines, and payment for electricity load during Phase I are addressed herein and, in the event of any conflict between the terms of this Agreement and the Letter Agreement, the terms of this Agreement shall control.

Phase II

“Phase II” shall mean the period commencing immediately after the end of Phase I to the date that all Development Costs (as defined below) have been repaid in full to each of the Parties in accordance with Section 4.3.2 herein.

Phase III

“Phase III” shall mean the period from the end of Phase II until the termination or expiration of this Agreement.

DBR shall perform all services necessary to install, optimize, operate and maintain the Project Mines, including the mining of bitcoin for the Parties’ respective payout accounts (collectively, the “Mining Services”). DBR shall pay for all direct, actual costs and expenses incurred in connection with the Mining Services, provided that HDP shall pay to DBR the HDP Expense Payment as set forth Section 3.1.1.

In consideration for performance of the Mining Services, for each month or portion thereof during Phase II and Phase III, DBR shall be entitled to a monthly fee of $25,000 (the “Management Fee”) payable in arrears on the first day of every subsequent month. The Management Fee will be paid from Mining Revenue (as defined below) as described in Section 4.

Certain Development Costs.

Within thirty (30) days of the Effective Date, HDP shall make a cash payment of $337,500 (the “HDP Expense Payment”) to DBR, in accordance with wiring instructions provided by DBR to HDP, which HDP Expense Payment shall be used by DBR solely for site improvements and the procurement and installation of related equipment for the Project Mines.

License to Use Premises; Title to Equipment.

HDP hereby grants to DBR and its employees, agents and invitees a non-exclusive license to enter upon and use the Premises, including the Project Mines, for purposes of providing the Mining Services. Such license shall include the provision by HDP of electrical service to supply the Project Mines in accordance with Section 3.3 below. Such license shall terminate upon the termination of this Agreement and is non-transferable by DBR other than in accordance with Section 13. DBR shall comply with all applicable laws and regulations including those which may be applicable to HDP or Black River Hydroelectric LLC.

DBR shall retain ownership of the DBR Mines, all DBR Mine Equipment and the DBR Container #5 Servers. HDP shall retain ownership of the HDP Mines and all mining servers, other equipment and infrastructure contained therein (other than the DBR Container #5 Servers) and all equipment acquired using the HDP Expense Payment which equipment will be identified and confirmed by DBR and HDP in writing.

Electricity Supply.

Black River will supply electricity to HDP solely from the Hydro Project to serve the Project Mines in quantities not greater than 20 MW. HDP shall provide electricity to the Project Mines if and when delivered by Black River pursuant to the terms of the PPA. Subject to curtailment set forth in Sections 3.3.3 and 3.3.4, HDP hereby agrees that it will not reduce the amount of electricity provided by Black River below the amount required to operate the Project Mines without the prior written approval of DBR. Notwithstanding anything in this Agreement to the contrary, HDP’s and Black River’s obligation to provide electricity is limited to electricity produced by the Hydro Project provided that the Hydro Project has sufficient availability of water to generate electricity. In the event that electricity from the Hydro Project is not sufficient to meet the requirements of the Project Mines and Black River and HDP obtain electricity from the grid in order to meet such demand and incur energy purchase costs in excess of amounts payable to Black River in the event such electricity were provided by the Hydro Project

HDP has entered into the PPA with Black River which provides for the supply of power from the Hydro Project to HDP at market rates for the purpose of operating the Project Mines.

Black River, per the PPA, and HDP, per the terms hereof, reserve the right to curtail electricity service in whole or in part from time to time, and for any duration of time, at no cost or liability to Black River or to HDP under this Agreement, including the following:

80 consecutive or non-consecutive one-hour increments within each calendar year during the term, each one-hour increment to occur at any time determined by Black River in its sole discretion;

(a) As a result of operation of equipment installed for power system protection, (b) for routine installation, maintenance, inspection, repairs, or replacement of equipment, (c) when, in Black River’s sole judgment based upon commercially reasonable efforts, such action is necessary to preserve the integrity of, or to prevent or limit any instability or material disturbance on the Hydro Project or the related interconnection facilities (d) to the extent required to comply with any governmental approval related to the operation of the Hydro Project or any agreement associated with such governmental approval, or (e) whenever river flows are insufficient to allow efficient generation by the Hydro Project. Black River will use commercially reasonable efforts to provide HDP with no less than 6 hours advance notice of interruptions of service described in this Section 3.3.3.

HDP bears the sole risk of Mining Revenue falling below the price HDP is obligated to pay Black River for the electricity provided to the Project Mines pursuant to the PPA; provided, however, whenever revenues from power sales (including sale of RECs and other ancillary services) available to Black River exceed Mining Revenue (as expressed in effective $/MWh generated) by more than ten percent (10%), HDP shall have the right to curtail supply of electricity to the Project Mines and sell or cause Black River to sell electricity to the market with reasonable notice to DBR. In connection with any Curtailment Period (as defined below), HDP shall distribute any Foregone Mining Revenue (as defined below) in

“Curtailment Period” shall mean each such period when electricity supply to the Project Mines is curtailed in accordance with this Section 3.3.4.

“Curtailment Revenue” shall mean all power sales revenue received by Black River during a Curtailment Period related to the amount of power that would otherwise have been used to operate the Project Mines during such Curtailment Period.

“Foregone Mining Revenue” shall mean, with respect to any particular Curtailment Period, the portion of the Curtailment Revenue for such Curtailment Period that is equivalent to the projected revenue of the mining revenue that was foregone during such Curtailment Period. The Foregone Mining Revenue for any Curtailment Period shall be capped at the amount of Curtailment Revenue for such period.

In consideration for supplying the Project Mines with electrical service, HDP shall be entitled to a monthly fee of $10.00/MWh for each MWh supplied to the Project Mines (the “Electricity Fee”) payable in arrears on the first day of every subsequent month during Phase II and Phase III. Such Electricity Fee will be paid from Mining Revenue as described in Section 4. Electricity usage by the Project Mines shall be calculated using the total reading from the site level meters for the Project Mines to be installed at the primary feed to the Project Mines from the transformer owned by Black River.

In addition to the Electricity Fee, HDP will provide to DBR the amount of sales tax paid in conjunction with the sale of the electricity to HDP by Black River. In consideration for this cost, HDP will be entitled to a portion of the Mining Revenues for a proportion of the sales tax equivalent to the percentage of the Mining Revenues DBR receives in that month pursuant to Section 4.2. HDP will incur the remaining proportion of the sales tax corresponding to their percentage share as set forth in Section 4.2.

In the event that HDP for reasons other than set those forth in Section 3.3.3 and 3.3.4 does not supply electricity to the Project Mines in any two (2) consecutive months during the term of this Agreement above the Minimum Electricity Supply Amount, DBR shall have the right to terminate this Agreement upon written notice to HDP. For purposes of this Agreement, “Minimum Electricity Supply Amount” shall mean an amount equal to the product of (i) the number of days in the applicable month, multiplied by (ii) 24 (i.e. 24 hours in a day), multiplied by (iii) 13 MWs, multiplied by (iv) 0.25.

Mining Revenue.

“Mining Revenue” shall mean the bitcoin mining revenue (expressed in terms of bitcoin) which is generated by the Project Mines during the term of this Agreement (“Mining Revenue”). All Mining Revenue shall be deposited and distributed in accordance with Section 4.3 below. Simultaneous with the distribution of Mining Revenue, DBR shall deliver a report in a form to be mutually agreed upon by the Parties. In addition, at the time of such distributions the value of the Mining Revenue distributed will be marked-to-market at mutually agreed upon exchange rates and such valuation shall be included each report that accompanies a distribution of Mining Revenue.

Phase I.

During Phase I, (a) DBR shall pay HDP $[***]/MWH for electricity used by DBR for DBR Mine Equipment, (b) HDP shall retain Mining Revenue from the HDP Mines, and (c) DBR shall retain Mining Revenue from the DBR Mines. Amounts due to HDP pursuant to item (a) herein shall be paid by DBR by the 15^th day of each month during Phase I for amounts used by DBR during the preceding month. Any unpaid amounts due to HDP for electricity used by DBR between March 3, 2021 and the Effective Date shall be included in the payment to be made on the 15^th day of the month following the Effective Date, unless agreed upon otherwise by the Parties.

At the end of Phase I, the Parties shall determine the total amounts contributed by each of the Parties to fund the costs and expenses to develop the Project Mines (the “Development Costs”), which shall include, without limitation, (a) in the case of HDP, the HDP Expense Payment and credit for an “in kind” amount of $662,500 for the right to use the Premises and the HDP Mines and containers owned by HDP in accordance with this Agreement, and (b) in the case of DBR, the total amounts paid by DBR for procurement, construction and installation of Project Mines beyond the HDP Mines which amount shall be confirmed in writing by DBR and HDP and which amount paid by DBR shall in no event exceed $5,666,000 unless otherwise mutually agreed upon by the Parties. The total amount of Development Costs of each Party relative to the total aggregate Development Costs of both Parties shall be defined as each Party’s “Development Costs Percentage Share.”

In the event additional costs or expenses (which would qualify as Development Costs as defined above if such were incurred during Phase I), are anticipated or desired to be incurred during Phases II or III by either Party, both Parties shall first agree to the purpose and amount of such additional costs and expenses and then the Development Costs Percentage Share for each Party shall be revised to account for the additional costs and expenses as mutually agreed upon by the Parties.

Phase II & III.

At the beginning of Phase II, the Parties shall establish a joint bitcoin mining pooling account in the names of both HDP and DBR (the “Pooling Account”) and all Mining Revenue derived from the Project Mines shall be deposited into such Pooling Account. Such Pooling Account shall be maintained in accordance with best practices for maintaining cryptocurrency account reporting, security and integrity. No physical bitcoin will be held jointly by the Parties.

Commencing with the second month in Phase II, on the first day of each month during Phase II all Mining Revenue from the prior month shall be distributed in bitcoin which is marked to market at the time of such distributions as follows:

first, to pay DBR the Management Fee and to pay HDP the Electricity Fee;

second, to pay to each Party its total amount of Development Costs in accordance with each Party’s Development Costs Percentage Share until each Party’s Development Costs have been paid in full; and

third, any remaining amounts to be distributed to (a) HDP in accordance with the sliding scale using the black line and interpolating actual percentage amounts set forth in the table attached hereto as Exhibit B, and (b) DBR shall receive a percentage equal to 100 minus the percentage amount due to HDP pursuant to such sliding scale in Exhibit B.

Commencing with the second month in Phase III, on the first day of each month during Phase III all Mining Revenue from the prior month shall be distributed as follows:

first, to pay DBR the Management Fee and to pay HDP the Electricity Fee;

second any remaining amounts to be distributed to (a) HDP in accordance with the sliding scale using the green line and interpolating actual percentage amounts set forth in the table attached hereto as Exhibit B, and (b) DBR shall receive a percentage equal to 100 minus the percentage amount due to HDP pursuant to such sliding scale in Exhibit B.

In the event that Mining Revenues are not sufficient to fully cover the Management Fee and Electricity Fee for any month during Phase II or Phase III, the Mining Revenues that are received shall be distributed to each Party according to their proportion of such total expenses. Any remaining, unpaid Management Fee or Electricity Fee will be accrued and paid from Mining Revenues in the following month. If all such fees are not fully covered for three consecutive months, either Party has the right to terminate this Agreement upon written notice to the other Party.

Termination by Either Party. Either Party may terminate this Agreement in the event that:

the other Party breaches this Agreement and fails to cure such breach within thirty (30) days of written notice from the other Party regarding such breach;

if average Mining Revenue (as expressed as equivalent $/MWH) over a consecutive ninety (90) day period drops below average electricity revenue for the same period or below $50/MWh equivalent; or

in accordance with Section 4.3.4.

Termination by DBR. DBR shall have the right to terminate this Agreement upon written notice to HDP as follows:

in accordance with Section 3.3.6; or

upon termination of the License Agreement or the PPA.

Effect of Termination. Upon expiration or termination of this Agreement, DBR shall have the right to remove the DBR Mines and all DBR Equipment within one hundred twenty (120) days of such termination or expiration and DBR, its employees, agents and invitees shall have the right to access the Premises during such time period for such purposes.

Exclusion of Certain Damages. IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.