AMENDED AND RESTATED MINING SERVICES AGREEMENT

SERVICES.

Colocation.

Installation. Commencing in March of 2022 and at monthly intervals thereafter for the following six (6) months, Customer will deliver to Operating Partner at Operating Partner’s facility in Rutledge, Tennessee the Customer Mining Equipment for installation on the Premises and such Customer Mining Equipment will be added to Exhibit B. Exhibit B shall be updated from time to time upon the periodic delivery of Customer Mining Equipment to Operating Partner at such facility. Customer will notify Operating Partner in writing at least ten (10) days prior to the delivery date of any Customer Mining Equipment to the Premises. Operating Partner will install and begin operation of the Customer Mining Equipment on the Premises in the same manner and upon the same timing that Operating Partner deploys its own Mining equipment (the “Installation”). After initial Installation, Customer may, with the consent of Operating Partner (not to be unreasonably withheld, conditioned or delayed, and shall be deemed given if not rejected by Operating Partner in writing setting forth in reasonable detail the basis for rejection received by Customer within ten (10) days following Customer’s written request therefor), exchange, replace or upgrade its miners or any other Customer Mining Equipment from time to time which shall be installed by Operating Partner upon Customer’s request provided that (i) any installation and other costs associated with such exchange, replacement or upgrades shall be included in the shared operating expenses under Exhibit C before allocation to Customer and (ii) Operating Partner’s consent shall not be withheld, conditioned or delayed so long as the replacement Customer Mining Equipment is customarily used for cryptocurrency Mining purposes and is compatible with the electrical infrastructure and rack space in the Premises.

Infrastructure Development and Customer Mining Equipment Installation. Operating Partner agrees to make all necessary improvements and developments to the Premises to accommodate the Customer Mining Equipment (including, without limitation, all necessary cable, electrical, transformers and other infrastructure) to enable the Customer Mining Equipment to operate in accordance with the requirements in Section 1.2, and complete Installation and commence full operation of the Customer Mining Equipment (collectively, the “Infrastructure Development and Equipment Installation”) as follows:

Failure to Complete Infrastructure Development and Equipment Installation. If Operating Partner fails to complete the Infrastructure Development and Equipment Installation by the Planned Operational Date (subject to any extension of a Planned Operational Date pursuant to Section 1.1.2) except for those immaterial development items noted in Section 1.1.2(b) herein or fails to commence full operation of the Customer Mining Equipment at an alternative temporary facility (with Customer paying for electricity at the lesser of such facility’s power rate and schedule or those on the Approved Rate Card) of Operating Partner on such Planned Operational Dates while the Infrastructure Development and Equipment Installation is being completed at the Premises, Operating Partner will promptly pay to Customer the Late Development Fee, assessed at the end of each week following the Planned Operational Date. If, pursuant to the prior sentence, Operating Partner commences full operation of the Customer Mining Equipment at an alternative temporary facility of Operating Partner on any Planned Operational Dates while the Infrastructure Development and Equipment Installation is being completed at the Premises, Operating Partner shall pay the Late Development Fee (or a pro rata portion thereof) during any time

Electrical Capacity; Operation. Commencing on or before the Effective Date (subject to Customer’s delivery of the Customer Mining Equipment and any adjustment to such date pursuant to Section 1.1.2) and continuing throughout the Term, Operating Partner shall provide not less than [***] MW of electrical capacity for the Customer Mining Equipment. Commencing on or before May 1, 2022 (subject to Customer’s delivery of the Customer Mining Equipment and any adjustment to such date pursuant to Section 1.1.2) and continuing throughout the Term, Operating Partner shall increase the electrical capacity for the Customer Mining Equipment to not less than a total of [***] MW of electrical capacity for the Customer Mining Equipment. Within seven (7) days of the Effective Date and continuing throughout the Term, Operating Partner shall increase the electrical capacity for the Customer Mining Equipment to not less than a total of electrical capacity for the Customer Mining Equipment necessary to operate all Customer Mining Equipment in the possession of Operating Partner as at the Effective Date. On the day of Installation, Operating Partner will operate the relevant Customer Mining Equipment on the Premises for the purpose of generating Digital Assets and make commercially reasonable efforts to minimize interruptions in the operation of the Customer Mining Equipment. At all times during the Term other than the first twenty-one (21) days of operation of each individual miner, Operating Partner shall maintain the following minimum performance standards, including by providing the electricity required therefor (the “Performance Standards”):

90% Uptime; and

90% of Expected Monthly Hashrate.

Management and Maintenance. Throughout the Term, Operating Partner shall be responsible for the management and maintenance of the Customer Mining Equipment. Operating Partner’s responsibilities will include (i) ongoing monitoring of performance metrics in an effort to maximize miner performance; (ii) Premises security; (iii) overall Premises maintenance; (iv) power and infrastructure maintenance; (v) Premises safety protocols; (vi) power procurement and billing; (vii) heat management; (viii) payment and management of employees and contractors performing services related to this Agreement; (ix) repair and maintenance of Customer Mining Equipment to the same standard and in the same manner as Operating Partner repairs and maintains its Mining equipment; and (x) all other such services as required for the Customer Mining Equipment to achieve the operation requirements in Section 1.2, but in no event will Operating Partner’s services be less than the services that Operating Partner uses to manage and maintain the Mining equipment belonging to Operating Partner or Operating Partner’s controlled Affiliates at the Premises. All such maintenance shall be performed in a diligent, competent and workmanlike manner. Operating Partner, at its expense, will make commercially reasonable efforts to perform all upgrades with a goal for the software or firmware of Customer Mining Equipment to maximize Uptime and Generated Digital Assets. Operating Partner, with the consent of Customer, shall address and facilitate repairs to Customer Mining Equipment. Customer shall pay the cost of replacement of parts or

ALLOCATION OF MINING POWER AND DEPOSIT OF DIGITAL ASSETS.

Allocation of Mining Power. Operating Partner shall provide the Services such that the Operating Partner will use the Customer Mining Equipment to Mine the cryptocurrency Bitcoin (BTC), unless otherwise agreed to in writing by Customer and Operating Partner. For avoidance of doubt, and in case of a hard fork of the Bitcoin protocol, under this Agreement “Bitcoin (BTC)” shall mean the forked chain as set forth by Customer. Operating Partner shall not “merge mine” or otherwise use the Customer Mining Equipment to Mine any other Digital Asset not expressly stated herein unless otherwise agreed to in writing by Customer and Operating Partner. Operating Partner shall not use any of the electrical power capacity required to be provided to Customer pursuant to Section 1.2.

Deposit of Digital Assets and Revenue Share. Promptly following the end of each twenty-four (24) hour period during the Term (adjusted as needed for non-standard, non-twenty-four-hour (24) days) (each period, a “Payout Period”), Operating Partner shall deposit ninety-five percent (95%) of the Generated Digital Assets in the Customer Wallet and five percent (5%) of the Generated Digital Assets (the “Operating Partner Fee”) in the Operating Partner Wallet. Whether or not Bitcoin (BTC) mined for Customer and for Operating Partner are from the same pool, the mined coins shall be segregated in separate accounts or subaccounts which shall redirect Customer’s mined coins into an account identified by Customer.

Monitoring. Within five (5) business days of the Installation, Operating Partner will provide all necessary access to Customer to remotely monitor the Generated Digital Assets and other metrics as reasonably requested by Customer, but in all cases including any and all control panels, access methods, and other features or metrics available to Operating Partner.

ALLOCATION OF COSTS.

Electrical Charges and Operating Charges.

Customer and Operating Partner have agreed on a rate card for Operating Partner’s procurement of electricity (the “Approved Rate Card”), which is attached as Exhibit D. The Approved Rate Card includes (a) rates for electricity and (b) planned curtailment during selected peak demand periods (the “Planned Curtailment”).

The “Customer Electricity Charge” shall be one hundred percent (100%) of the costs of electricity (including required deposits used by the Customer Mining Equipment as determined by separate meter(s) plus the pro rata share (in the proportion that the Customer Mining Equipment’s electrical consumption bears to the electrical consumption of all Mining equipment at the Premises) of the electrical power bill (including any deposits and adjustments to such deposits) attributable to the balance of the Premises (excluding, for avoidance of doubt, Customer Mining Equipment electrical consumption) as determined by the actual amounts paid by Operating Partner to its electricity provider for the Premises, without premium or markup. The “Customer Operating Expenses Charge” shall be one hundred percent (100%) of the actual expenses as described in Exhibit C. Any deposits returned to Operating Partner from power providers that were included as part of the Customer Electricity Charges described above shall be returned to Customer within ten (10) days of receipt by Operating Partner; however, if for any reason other than a default by Customer in paying the Customer Electricity Charge the deposit paid by Customer has not been returned to Operating Partner within sixty (60) days following the end of the Term or earlier termination of this Agreement, Operating Partner shall reimburse Customer for such deposit and thereafter be permitted to retain the deposit when recovered from its electricity provider.

On or before the first day of each month during the Term, Customer shall pay to Operating Partner (provided that to the extent such prepayment relates to the Customer Electricity Charge, such amount shall be paid directly by Customer to the Utility Board (as defined below)) one million dollars ($1,000,000) (each a “Prepayment Amount”) which Prepayment Amount shall serve as a prepayment of, and shall be applied to, the actual Customer Electricity Charges and the Customer Operating Expenses Charge for such month. On or before the fifteenth (15^th) day of each month Operating Partner shall invoice Customer for the Customer Electricity Charges and Customer Operating Expenses Charge for the prior month and, to the extent that such invoiced amount exceeds the Prepayment Amount for such prior month, Customer shall pay (i) to the Utility Board such excess amount of Customer Electricity Charges, and (ii) to Operating Partner such excess amount of the Customer Operating Expenses Charge, in each case within ten (10) business days of receipt of such invoice. In the event that the Prepayment Amount exceeds the invoiced amount for such month, any excess amounts shall be credited towards the invoice for the Customer Electricity Charges and the

Notwithstanding the foregoing Section 3.1.3, within five (5) business days of the Effective Date, Customer shall pay to Operating Partner $981,315.70 which includes the actual Customer Electricity Charges and Customer Operating Expenses Charge for the month of September 2022.

Deposit. As soon as practicable after the Effective Date, Operating Partner, Customer and the Lenoir City Utility Board (the “Utility Board”) shall enter into an agreement pursuant to which Customer shall pay to the Utility Board that portion of the aggregate deposit required by the Utility Board up to one million five hundred thousand dollars ($1,500,000) (the “Deposit”) that is proportionately related to the electrical consumption by the Customer Mining Equipment at the Premises to be held by the Utility Board for and on behalf of Customer as a deposit and bond for the Customer Mining Equipment electrical consumption at the Premises. Customer will not be required to pay the Deposit unless and until such agreement (in form and substance reasonably satisfactory to Customer) is executed by all parties thereto.

Set-off. If Customer fails to pay any Customer Electricity Charges or Customer Operating Expenses Charges on or before the date required for payment as specified in this Agreement and Customer continues to fail to make such required payment for a period of ten (10) business days after receipt of written notice from Operating Partner (the “Cure Period End Date”), Operating Partner may set off : (a) any amount owing by it (or its Affiliates) to Customer (or its Affiliates) under or in connection with the Credit Agreement; against (b) one hundred and fifty thousand dollars ($150,000) each day of non-payment (commencing from the Cure Period End Date to, but excluding, the date of actual payment); provided that the maximum aggregate amount that may be set-off pursuant to this Section 3.3 shall be capped at nine million dollars ($9,000,000) (the “Cap Amount”). Commencing on the date that Operating Partner begins set off pursuant to this Section 3.3 and through the date upon which the total amount set off reaches the Cap Amount (the “Outside Date”), such set-off right shall be Operating Partner’s only remedy for any loss or damage suffered or incurred by Operating Partner in relation to the failure by Customer to pay any Customer Electricity Charges or Customer Operating Expenses Charges by the Cure Period End Date. Following the Outside Date and provided that Customer continues to have failed to make a payment as required under this Agreement, Operating Partner may terminate this Agreement in accordance with Section 12.3.

DISPUTED AMOUNTS.

RECORDS AND REPORTING.

LENDER FINANCING.

Financing. Notwithstanding any provision of this Agreement to the contrary, Customer shall have the right to (i) enter into a collateral assignment of its interest in this Agreement and rights hereunder (a “Collateral Assignment”), (ii) enter into agreements with lenders for purposes of financing the Customer Mining Equipment or other items of Customer’s personal property (collectively, “Customer’s Property”) and/or (iii) grant security interests in the Customer Mining Equipment or Customer’s Property. Any agreement entered into by Customer in connection with items (i), (ii) or (iii) above shall be referred to hereinafter as a “Security Instrument”). Any Collateral Assignment of this Agreement in subclause (i) above to be effective shall require that secured party agree in writing that prior to exercising its rights to take over Customer’s rights under this Agreement under the Collateral Assignment, the secured party shall first deliver written notice to Operating Partner that Operating Partner shall have the right, for a period of

Lender Cure Rights. In the event that Customer enters into any Security Instrument and Customer provides written notice of such Security Instrument and the appropriate contact information for the Customer Lender (as defined herein), Operating Partner shall provide notice of any Customer default under this Agreement to the holder of any such Security Instrument (a “Customer Lender”) and provide such Customer Lender with the greater of the cure period available to Customer hereunder or thirty (30) days following Customer Lender’s receipt of such notice of default from Operating Partner to cure such default. A Customer Lender may elect, in its sole discretion, to cure any default under this Agreement by Customer.

Estoppels. Either Party shall, from time to time, upon not less than ten (10) business days’ prior written request by the other, execute, acknowledge and deliver to the other a written statement certifying that this Agreement is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), the dates through which the Costs have been paid, that neither Operating Partner nor Customer is in default hereunder (or if so, specifying the nature of the default) and whether such Party has any offsets or defenses against the other

CONTRACTORS.

OWNERSHIP.

RISK OF LOSS; INDEMNITY; INSURANCE.

Operating Partner shall be responsible for the care, custody and control of all Customer Mining Equipment and other property of Customer from the time it is Delivered at Place (DAP), Operating Partner designated warehouse/storage facility, located in Rutledge, Tennessee, prior to unloading and while installed or located at the Premises until such time as such items are loaded onto vehicles by Customer for removal or deemed abandoned by Customer hereunder, and at such time as such items are loaded onto vehicles by Customer for removal, all risk of loss to property in Operating Partner’s care, custody and control shall be assumed or insured by Customer, except as provided for in Section 9.2. For the avoidance of doubt, during any transfer of the Customer Mining Equipment and other property of Customer between the Premises and other facilities of Operating Partner or any Affiliate pursuant to this Agreement or otherwise, responsibility for the care, custody and control of all Customer Mining Equipment and other property of Customer, and all risk of loss associated therewith, shall remain with Operating Partner. Notwithstanding the foregoing, Customer agrees Operating Partner shall not be responsible and shall have no liability with respect to any damage to or defects in the Customer Mining Equipment or any other issues related to the Customer Mining Equipment that are not the result of Operating Partner’s acts or omissions in performing its obligations under this Agreement.

Subject to this Article 9 and Article 10, to the fullest extent permitted by law, Operating Partner shall indemnify, defend and hold harmless Customer, its parent entities and subsidiaries, each of their respective members, managers, partners, officers, directors,

Customer or Operating Partner, as the case may be, shall purchase from the insurers and maintain during the term of this Agreement the insurance coverages with at least the indicated minimum coverage limits listed in Schedule 1. Customer or Operating Partner, as the case may be, shall take all actions necessary to comply with the terms and conditions of the insurance coverages required to be obtained and maintained by it hereunder. Nothing herein shall prevent or limit the right of either Party to obtain any additional insurance policies or additional coverage from that indicated in Schedule 1, and the Parties make no representation or warranty that the insurance coverages set forth in Schedule 1 are adequate or sufficient for the purposes of the respective Parties.

Operating Partner shall cause the Commercial General Liability and Umbrella Liability insurance policies required to be obtained by it pursuant to Section 9.3 and Schedule 1 to include Customer Indemnitees as additional insureds, on a primary non-contributory basis, (using both of CG 20 10 04 13 and CG 20 37 04 13 or their equivalent).

Notwithstanding anything to the contrary, (a) Operating Partner waives all rights of recovery (including rights of subrogation) against the Customer Indemnitees for any claim, injury, loss or damage arising from any occurrence (i) to and arising from any theft, casualty or loss to the Premises or property of Operating Partner or its Affiliates, (ii) covered by any insurance maintained by Operating Partner or its Affiliates or (iii) that would have been covered by any insurance required to be maintained by Operating Partner or its Affiliates hereunder had Operating Partner or its Affiliates maintained the insurance coverage required to be maintained by it pursuant to Section 9.3 and Schedule 1, and (b) Customer, on behalf of itself and all Customer Indemnitees, waives all rights of recovery (including rights of subrogation) against Operating Partner for any loss or damage to Customer Mining Equipment or other property of Customer (i) covered by any first party insurance maintained by Customer or its Affiliates pursuant to Section 9.3 or Schedule 1 or (ii) that would have been covered by any insurance required to be maintained by Customer or its Affiliates hereunder had Customer maintained the insurance coverage required to be maintained by it pursuant to Section 9.3 and Schedule 1. All of the insurance policies of Operating Partner (except Workers’ Compensation) shall include a waiver of subrogation clause or endorsement denying to the insurer rights of subrogation against the Customer Indemnitees. All insurance policies maintained by Customer pursuant to Section 9.3 and Schedule 1 covering Customer Mining Equipment shall include a waiver of subrogation clause or endorsement denying to the insurer rights of subrogation against Operating Partner.

Failure of Operating Partner to secure insurance coverages required to be maintained pursuant to Section 9.3 and Schedule 1 or its failure to comply fully with any of the insurance provisions of this Agreement shall in no way relieve Operating Partner of its obligations under this Agreement (including, without limitation, Sections 9.1 and 9.1).

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.

DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH PARTY, ITS AFFILIATES AND ITS AND THEIR THIRD PARTY LICENSORS OR SERVICE PROVIDERS EACH EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES CONCERNING THE SERVICES OR PROVISION OF THE CUSTOMER MINING EQUIPMENT, WHETHER ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION WARRANTIES OF ACCURACY, TIMELINESS, COMPLETENESS, RESULTS, AND THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF A PARTY, ITS AFFILIATES AND ITS AND THEIR THIRD PARTY LICENSORS OR SERVICE PROVIDERS HAVE BEEN INFORMED OF SUCH PURPOSE, OR ANY REPRESENTATIONS AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. CUSTOMER, ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS AND SERVICES PROVIDERS SHALL NOT BE RESPONSIBLE FOR ANY USE, MAINTENANCE, STORAGE, HOSTING OF THE CUSTOMER MINING EQUIPMENT BY OPERATING PARTNER OR OTHERS.

EXCEPTIONS. Nothing in this Agreement excludes Operating Partner’s liability or otherwise limits Customer’s remedies for any of the following:

death or personal injury resulting from its gross negligence or the gross negligence of its controlled Affiliates in connection with this Agreement;

fraud or fraudulent misrepresentation;

matters for which liability cannot be excluded or limited under applicable law;

matters covered by insurance or which would have been covered by insurance if maintained by Operating Partner as required herein; or

remedies expressly set forth in this Agreement.

RESERVED.

TERM AND TERMINATION.

This Agreement shall commence on the Effective Date and will remain in effect through February 28, 2027 (the “Term”).

Customer may terminate this Agreement upon not less than ninety (90) days prior written notice to Operating Partner for any reason or no reason.

Either Party may terminate this Agreement upon written notice to the other Party if such other Party breaches any material term or condition of this Agreement and fails to remedy the breach within sixty (60) days (or ten (10) business days in the case of a failure to

Following the expiration or termination of this Agreement, each Party’s rights and obligations under this Agreement shall terminate and Customer shall be entitled to (i) the prompt possession of all Customer Mining Equipment or (ii) leave and abandon the Customer Mining Equipment at the Premises. Upon expiration or termination of this Agreement, Customer shall have the right but not the obligation to arrange for the removal of the Customer Mining Equipment from the Premises at Customer’s sole cost and expense; provided, however, that if Customer terminates this Agreement pursuant to Section 12.3 and elects to remove the Customer Mining Equipment then Customer shall be reimbursed by Operating Partner for the reasonable cost of removing and relocating the Customer Mining Equipment from the Premises. Operating Partner shall make such reimbursement to Customer within thirty (30) days after such removal. If Customer elects to remove the Customer Mining Equipment from the Premises at the expiration or earlier termination of this Agreement, Customer shall have a period of forty-five (45) days after the date of such expiration or earlier termination to so remove the Customer Mining Equipment. Any Customer Mining Equipment not so removed by Customer within such forty-five (45) day period shall be deemed abandoned by Customer.

If this Agreement is terminated or expires for any reason, Operating Partner shall provide Customer with timely supervised access to any Premises in which Operating Partner is hosting the Customer Mining Equipment and reasonably assist Customer to remove the Customer Mining Equipment and, if Customer elects to remove the Customer Mining Equipment, Customer agrees to remove the Customer Mining Equipment within forty-five (45) days after such termination. The Parties agree that, although Operating Partner may store, use, or install the Customer Mining Equipment at its facility, the Customer Mining Equipment is and shall remain the exclusive property of Customer and shall not be deemed to become a fixture of the Premises or otherwise so related to the Premises as to give rise to a similar interest to Operating Partner under applicable real estate law. Operating Partner shall not grant or otherwise facilitate any third party to obtain any lien, security interest, or other encumbrance to attach to any of the Customer Mining Equipment, and shall defend and hold Customer harmless from any claim by a third party of any such lien, security interest, or encumbrance. Operating Partner shall take all necessary action to effectuate the provisions of this Section, including the grant of access to Customer, notwithstanding any adverse condition of Operating Partner, such as bankruptcy or other insolvency proceedings. Operating Partner shall promptly notify Customer if any such written claim or written notice related to the Customer Mining Equipment is received by Operating Partner.

COMMUNICATIONS AND NOTICES.

All notices, requests, or other communications or documents to be given under this Agreement shall be in writing and addressed to the person(s), and at the addresses, set forth for each Party below:

Notices shall be deemed effective when sent by e-mail with confirmation of transmission by the transmitting equipment. Each Party may designate a different address or contact person by notice given in the manner provided in this section.

DATA STORAGE AND PROTECTION.

Operating Partner has established and will maintain, and will comply with, a business continuity and disaster recovery plan that complies with commercially reasonable best practices of the cryptocurrency Mining industry, and which is reasonably designed to enable Operating Partner to perform its obligations under the Agreement in accordance with the terms hereof without any interruption

Operating Partner has implemented and will maintain an information security program using commercially reasonable practices in the industry that includes policies and procedures that are designed to (x) safeguard Operating Partner’s electronic systems and Customer’s Confidential Information, among other things, against unauthorized access or misuse, and (y) ensure that the Generated Digital Assets will not be subject to any loss, impairment, unauthorized use, or unauthorized access. In the event that Operating Partner becomes aware of a Data Security Incident (defined below), Operating Partner shall promptly notify Customer and such notice shall include the following information: (i) the timing and nature of the Data Security Incident, (ii) the information related to Customer that was compromised, including the names of any individual acting on Customer’s behalf in his or her corporate capacity whose personal information was compromised, (iii) when the Data Security Incident was discovered, and (iv) remedial actions that have been taken and that Operating Partner plans to take. “Data Security Incident” means any (a) unauthorized access or use of Customer’s information or

REPRESENTATIONS AND WARRANTIES.

Each Party hereby represents, warrants and covenants to the other Party that: (a) it has full right, power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) the execution of this Agreement and the performance of its obligations hereunder do not and will not constitute any material breach of any agreement to which it is a party; and (c) it will comply with all applicable laws that apply to its performance hereunder.

Each Party hereby represents, warrants and covenants that as between Operating Partner and Customer, Customer will be the beneficial owner of the Generated Digital Assets which are to be deposited into the Customer Wallet pursuant to Section 2.2 and there will be no third-party beneficiaries to this Agreement.

Operating Partner hereby represents, warrants, and covenants that:

Customer hereby represents, warrants, and covenants that:

GENERAL PROVISIONS.

No Other Expenses. Other than the fees and expenses expressly provided for herein, each Party shall be solely responsible for its expenses and costs of performing under this Agreement.

Governing Laws; Venue. This Agreement will be construed in accordance with the laws of the State of Delaware as applied to contracts made and performed entirely therein, and without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the Parties. All disputes, suits, actions or proceedings (“Action”) relating to this Agreement shall be brought solely in the state or federal courts located in Wilmington, Delaware. Each Party hereby consents to the exclusive jurisdiction and venue of the state or federal courts located in Wilmington, Delaware in connection with any such dispute, suit, action or proceeding, and waives any defense of forum inconveniens in connection therewith. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THIS AGREEMENT.

Meet and Confer. The Parties agree to confer regularly about the Services being rendered by Operating Partner and each Party agrees that it will raise any concerns regarding the execution of the obligations under this Agreement in a timely manner so that Parties can attempt in good faith to resolve them in a timely manner. Each Party agrees that, prior to bringing any Action against the other Party, the first Party shall offer to meet and confer with the other Party in a good faith attempt to resolve such potential Action without a court proceeding, provided, that nothing in this Section 16.3 shall bar or impair either Party’s respective rights to pursue all lawful rights and remedies subject to satisfying the requirements of this Section 16.3. To the maximum extent practical in light of the circumstances, at least thirty (30) days prior to initiating any Action, the presidents of the Parties shall meet, in person if possible, and discuss a resolution of the dispute.

Assignment. Operating Partner shall not assign, sublicense or otherwise transfer this Agreement, in whole or in part, to an unaffiliated third party without the prior written consent of Customer, which shall not be unreasonably withheld or delayed; provided, however, Operating Partner may assign the Agreement upon notice to, but without requiring the consent of, Customer (i) to an Affiliate with net worth and liquid assets no less than those of Operating Partner or (ii) to the successor in connection with a merger, consolidation or sale of all or substantially all of Operating Partner’s assets.

Entire Agreement. This Agreement, including any updates, exhibits, or amendments, constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding the same. This Agreement may only be modified by a written instrument properly executed by the Parties (and such written instrument shall explicitly say that it is an amendment hereto so that no informal amendment inadvertently occurs).

Confidentiality. The terms and conditions of this Agreement are the confidential information of each Party. The Services, the Costs and any other related materials or information provided by Operating Partner to Customer are Operating Partner’s confidential information, regardless of whether they are marked as confidential, proprietary or otherwise. The data provided by Customer to Operating Partner in the context of this Agreement (and any other materials or information provided by Customer to Operating Partner) are Customer’s confidential information, regardless of whether they are marked as confidential, proprietary or otherwise. During the Term and for five (5) years thereafter, the Parties shall (a) keep such confidential information strictly confidential in a manner that each Party protects its own confidential or proprietary information of a similar nature (and with no less than reasonable care); and (b) not disclose such confidential information to any third party other than each Party’s partners, vendors, assignees, purchasers and prospective purchasers, investors and prospective investors, lenders and prospective lenders, lessors and prospective lessors, and financial or legal consultants that have a need to know such information and have agreed in writing to keep such information confidential and not disclose such confidential information, consistent with the terms of this Agreement. Notwithstanding the foregoing, either Party may disclose confidential information as required by law regulatory authority or by order of a court of competent jurisdiction, provided that, in such event, (i) such Party will, to the extent practicable and legally permissible, provide the other Party with prompt notice of such obligation and permit the other Party an opportunity to take legal action to prevent or limit the scope of such disclosure; and (ii) such Party will furnish only that portion of the other Party’s confidential information which the Party is advised by counsel is legally required and the Parties will exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to such confidential information. Notwithstanding the foregoing, the confidentiality obligations set forth in this Section do not apply to information which: (a) was in a Party’s possession before

Independent Contractors. Operating Partner and Customer are independent contractors, and nothing in the Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Neither Party is an agent or representative of the other or is authorized to make any warranties or assume or create any other obligations on behalf of the other.

Intellectual Property. Nothing in this Agreement shall be deemed to grant to either Party any rights or licenses, by implication, estoppel or otherwise, to any of the other Party’s Intellectual Property Rights. Neither Party shall contest or challenge, or assist any third party in contesting or challenging, the validity or enforceability of any of the other Party’s Intellectual Property Rights. To the extent Customer utilizes any software or platform created by Operating Partner (“Operating Partner Software”) in furtherance of this Agreement, including the dashboard, Operating Partner grants to Customer a limited, worldwide, royalty-free, fully paid-up, nonexclusive, non-transferable (except as permitted pursuant to Section 17.4) limited license during the Term to install and use the Operating Partner Software in connection with using the Services.

Trademarks. Each Party is strictly prohibited from using any product or corporate name, designation, logo, trade name, trademark, service name or service mark associated with the other Party (collectively, “Brand Features”) in any marketing materials, offering circular, prospectus or otherwise, without the prior written consent of the first Party, which may be withheld by the first Party in its sole and absolute discretion.

No Exclusivity. This Agreement in no way establishes any exclusive arrangement between Customer and Operating Partner. Each Party acknowledges and agrees that the other Party is free to enter into agreements and other arrangements with any third parties, at any time, regarding any products or services.

Parties Are Sophisticated and Represented. No preference shall be given to one Party by virtue of the fact that such Party did not draft this Agreement. No bias shall be placed against the drafter. Each Party has been advised and offered the opportunity to seek legal counsel regarding this Agreement. To the extent it chooses not to or to limit such, it hereby waives any later complaint that it lacked proper counsel or understanding. No failure by any Party to insist upon the strict performance of this Agreement shall constitute waiver of any breach, covenant, duty, or term herein.

Counterparts / Execution. The Agreement may be executed in counterparts, which together shall constitute a single instrument, and may also be executed by electronic signature, and the Parties agree that facsimile, digitally scanned or other electronic copies of signatures shall be valid and binding as originals.

Taxes. The Costs and fees set forth herein do not include any foreign, federal, state or local sales, value added, use, withholding or other similar taxes, tariffs or duties, however designated, levied against the sale, licensing, delivery or use of the Services (“Taxes”). Each Party shall be responsible for its own Taxes. Customer shall not be liable for any Taxes based on Operating Partners’ net income and ad valorem, personal and real property taxes imposed on Operating Partner’s owned or leased property.

Force Majeure. Subject to the provisions of Section 16.15 and excluding any of the following events for which losses occasioned thereby are covered by any insurance required to be carried by Operating Partner or the Customer hereunder, notwithstanding any other provision of this Agreement, no Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any obligations of such Party (the “Impacted Party”) under this Agreement, when and to the extent such failure or delay is proximately caused by or results from the following events (“Force Majeure Event(s)”): (a) acts of God, (b) flood, fire, earthquake, or explosion affecting the Premises; (c) pandemic, epidemic, health emergencies, virus (e.g., SARS Cov 2) or disease (e.g., COVID) resulting in orders of governmental authorities directing suspension of operations at the Premises, or otherwise directly, materially and adversely restricting operations at the Premises; (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest directly impacting the Premises; (e) regional strikes, labor stoppages or slowdowns not directed specifically at Operating Partner or any Affiliate thereof, or any contractors, suppliers or vendors engaged by Operating Partner or any Affiliate thereof; or (f) unanticipated power curtailment by the power provider not permitted by Operating Partner’s agreement with the power provider not attributable to any act or omission of Operating Partner or any Affiliate thereof. Notwithstanding the foregoing to the contrary, (i) nothing in this Section shall permit or allow the late payment or non-payment of any amounts payable hereunder or toll the time for paying such amounts to Operating Partner or to Customer, as applicable, and (ii) the Impacted Party must exercise commercially diligent effort so to overcome or minimize the impact of any Force Majeure Event(s). As a condition to asserting that any Force Majeure Event(s) has impacted performance, the Impacted Party must provide prompt written notice to the other Party setting forth in reasonable detail the alleged Force Majeure Event(s), the impact(s) thereof, and the steps being taken by the Impacted Party to overcome or mitigate such impact(s). If any Force Majeure Event(s) impair or suspend full operation of Customer Mining Equipment for more than thirty (30) days in the aggregate, then the Term of this Agreement shall be extended automatically for a period of time equal to the aggregate period of time that full operation of Customer Mining Equipment was impaired or suspended by Force Majeure Event(s).

Interruption of Operations. In the event that at any time during the Term (a) there shall be any laws or changes in laws that render cryptocurrency Mining, the operation of the Customer Mining Equipment or the provision of the Services illegal or impractical at the Premises or in the State in which the Premises is located or (b) a Casualty or Interruption occurs, then Operating Partner shall, at its own cost and expense and within sixty (60) days after Operating Partner has knowledge of such law or change in law or within sixty (60) days after such Casualty or Interruption relocate any such Customer Mining

Obligations Secured. The Operating Partner’s obligations under this Agreement shall be secured pursuant to the Amended and Restated Security Agreement (the “Security Agreement”) dated as of November 29, 2021, among the Operating Partner, the other grantors party thereto, and Blockchain Access UK Limited, together with its successors and assigns, as administrative agent, as such Security Agreement may be amended, amended and restated, restated, supplemented, or modified from time to time.

Survival. The provisions contained in Sections 8, 10, 13, and 16, and Exhibits A, B and C shall survive the termination or expiration of this Agreement.

No Waiver. This Agreement does not, and will not be construed to, affect or limit in any way the terms and provisions of, or waive any right or remedy contained in the Credit Agreement, the Security Agreement or any other agreement by and between Operating Partner or its affiliates and Customer or its affiliates, or the rights and remedies of Customer or its affiliates thereunder and nothing in this Agreement (including, without limitation, any exercise or failure to exercise any right or remedy or any performance or failure to perform any obligations hereunder) is or shall be construed as in any way affecting the rights and obligations of the Operating Partner or its affiliates and Customer or its affiliates under the Credit Agreement, Security Agreement, other agreements, applicable law, or otherwise.

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“Affiliate” means, with respect to any Party, a person or entity that controls, is controlled by, or is under common control with such Party. “Control” means (a) the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, partnership or member interests, by contract or otherwise; or (b) the beneficial ownership (either alone, or through or together with any other subsidiary), directly or indirectly, of an interest of 10% or more in such entity.

“Costs” means the Customer Electricity Charge and the Customer Operating Expenses Charge payable hereunder.

“Credit Agreement” means the Fourth Amended and Restated Credit Agreement, dated as of October 9, 2022, by and among Operating Partner, Blockchain Access UK Ltd. and the other parties thereto, as may be amended from time to time.

“Customer Wallet” means a digital wallet for storing Digital Assets at an address provided to Operating Partner by Customer in writing (email sufficient).

“Customer Mining Equipment” means the servers and power supplies provided by Customer to perform the Mining operations set forth in Exhibit B, which may be updated from time to time in accordance with Section 1.1.1. Each specific device within the Customer Mining Equipment is referred to as a “miner” herein.

“Digital Asset” or “Digital Assets” means any denomination of cryptocurrencies, virtual currencies or other digital assets.

“Downtime” means, for each calendar month, time that installed, non-defective Customer Mining Equipment is not available to Mine in accordance with this Agreement, excluding periods of time in which the Customer Mining Equipment that has been delivered to Operating Partner (i) is not available resulting from or relating to Scheduled Maintenance or Emergency Maintenance, or (ii) power curtailment set forth by the power provider.

“Emergency Maintenance” means critical maintenance of the Customer Mining Equipment or Operating Partner’s facilities that cannot wait for Scheduled Maintenance and would result in permanent damage to the Customer Mining Equipment if not addressed expeditiously, provided that such critical maintenance is not required as a result of Operating Partner’s acts or omissions.

“Expected Monthly Hashrate” means the product of, for any given month, (i) the number of Functional Miners (subject to the following sentence) and (ii) the Rated Hashrate of such Functional Miners (subject to the following sentence). For any miner that is not a Functional Miner, the portion of the Expected Monthly Hashrate that would otherwise apply to such miner shall be equitably reduced based on the difference between its Rated Hashrate and the actual hashrate that such defective miner would achieve if operated properly.

“Functional Miners” means a miner of Customer that does not have any defects that prevent such miner from realizing its Rated Hashrate.

“Generated Digital Assets” means, for any Payout Period, the Digital Assets provided as a reward for Mining by the Customer Mining Equipment.

“Intellectual Property Rights” means all forms of intellectual property rights and protections held by such Party and may include without limitation all right, title and interest arising under U.S. common and statutory law, and under the laws of other countries, in and to all (a) patents and all filed, pending or potential applications for patents, including any reissue, reexamination, division, continuation or continuation-in-part applications throughout the world now or hereafter filed; (b) trade secret rights and equivalent rights; (c) copyrights, other literary property or authors rights, whether or not protected by copyright or as a mask work; and (d) proprietary indicia, trademarks, trade names, symbols, domain names, URLs, logos and/or brand names.

“Mine” or “Mining” means the process in which transactions for various forms of Digital Assets are verified and added to a blockchain digital ledger.

“Operating Partner Wallet” means a digital wallet for storing Digital Assets at an address designated by Operating Partner.

“Premises” means, initially, the facility located at [***], as such location may be changed from time to time (i) in the reasonable discretion of Operating Partner, subject to Customer’s consent which shall not be unreasonably withheld or (ii) as required by this Agreement.

“Rated Hashrate” means the rated hashrate of a Customer miner as set forth in Exhibit B.

“Scheduled Maintenance” means the periods when Operating Partner has scheduled the Customer Mining Equipment to be unavailable to Mine in accordance with this Agreement for purposes of preventive and/or corrective maintenance of the Customer Mining Equipment or Operating Partner’s facility, provided that (i) Customer is advised of such periods at least twenty-four (24) hours in advance, (ii) any such individual period may not be longer than five (5) hours in length, and (iii) such periods may not total more than ten (10) hours in any calendar month in aggregate.

“Uptime” means, for each calendar month, the availability of the delivered Customer Mining Equipment for Mining in accordance with this Agreement as a percentage equal to (a) the difference between the total number of minutes of Downtime in such month and the total number of minutes in such month, divided by (b) the total number of minutes in such calendar month.

Type

Details

Product Name

Rated hashrate / unit

Rated power / unit

J/T@25°C environment temperature

Batch

Shipping Schedule

1

2

3

4

5

6

Salaries and/or benefits attributable to Operating Partner personnel engaged in providing the Services at the Premises (but if any such personnel perform other work, only an appropriate share of such salaries and/or benefits shall be allocated to Customer Operating Expenses Charge)

Replacement parts for network infrastructure including, without limitation, (i) power distribution units, (ii) breakers, (iii) fuses, (iv) power cords, and (v) other various network infrastructure

Costs of on-site security personnel for the Premises

Portion of the lease payments for the Premises (and Premises maintenance) based upon the pro rata consumption of power by the Customer Mining Equipment.

Customary contractor expenses and equipment rental related to providing Services or repairs or maintenance to Customer Mining Equipment

Customer Mining Equipment installation not covered by the foregoing costs

Schedule

MSB

Schedule

MSC

Schedule

MSD

Customer Charge

Administrative Charge

Schedule

MSB

($/kW)

Schedule

MSC

($/kW)

Schedule

MSD

($/kW)

Summer

Period

Onpeak

Demand

Maximum

Demand

[***]

[***]

[***]

per month of maximum billing demand

Excess

Demand

per month of the amount, if any, by which (1) the customer’s onpeak billing demand exceeds its onpeak contract demand or (2) the customer’s offpeak billing demand exceeds its offpeak contract demand, whichever is higher.

Winter

Period

Onpeak

Demand

[***]

[***]

[***]

per month of onpeak billing demand

Maximum

Demand

[***]

[***]

[***]

per month of maximum billing demand

Excess

Demand

per month of the amount, if any, by which (1) the customer’s onpeak billing demand exceeds its onpeak contract demand or (2) the customer’s offpeak billing demand exceeds its offpeak contract demand, whichever is higher.

Transition Period

Onpeak

Demand

[***]

[***]

[***]

per month of onpeak billing demand

Maximum

Demand

[***]

[***]

[***]

per month of maximum billing demand

Excess

Demand

per month of the amount, if any, by which (1) the customer’s onpeak billing demand exceeds its onpeak contract demand or (2) the customer’s offpeak billing demand exceeds its offpeak contract demand, whichever is higher.

Schedule

MSB

(¢/kWh)

Schedule

MSC

(¢/kWh)

Schedule
MSD

(¢/kWh)

Summer

Period

per month for the first 200 hours use of metered onpeak demand multiplied by the ratio of offpeak energy to total energy

per month for the next 200 hours use of metered onpeak demand multiplied by the ratio of offpeak energy to total energy

per month for the hours use of metered onpeak demand in excess of 400 hours multiplied by the ratio of offpeak energy to total energy

per month shall be applied to the portion, if any, of the minimum offpeak energy takings amount that is greater than the metered energy.

Winter

Period

Onpeak hours

[***]

[***]

[***]

per month for all metered onpeak kWh

per month for the first 200 hours use of metered onpeak demand multiplied by the ratio of offpeak energy to total energy

per month for the next 200 hours use of metered onpeak demand multiplied by the ratio of offpeak energy to total energy

per month for the hours use of metered onpeak demand in excess of 400 hours multiplied by the ratio of offpeak energy to total energy

per month shall be applied to the portion, if any, of the minimum offpeak energy takings amount that is greater than the metered energy.

Transition Period

Onpeak hours

[***]

[***]

[***]

per month for all metered onpeak kWh

per month for the first 200 hours use of metered onpeak demand multiplied by the ratio of offpeak energy to total energy