1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions

1.2

Interpretation

(a)

a reference to a document implies a reference to the document with all appendices, amendments and additions and/or the adoption of such a document in a new edition;

(b)

a reference to an amendment means any alteration, addition. novation, extension or restatement, and a reference to amended shall be construed accordingly;

(c)

references to assets include any property, income or rights;

(d)

a reference to a clause or Appendix means a reference to a clause or Appendix of this Agreement;

(e)

a reference to a person means a sole proprietor and/or a legal entity;

(f)

including shall be construed as including without limitation, and includes and similar expressions shall be construed accordingly; and

(g)

words in the singular include the plural and vice versa.

2.

SUBJECT OF THE CONTRACT

2.1

For the purpose of joint mining of digital assets, Party 1 provides Party 2 with the processing capacity of its Mining equipment (Party 1’s contribution to the Cooperation), and Party 2 provides Party 1 with the ability to connect the Mining equipment to the Server equipment for mining Digital assets (Party 2’s contribution to the Cooperation). In this regard, the Parties will distribute the created Digital assets in accordance with the proportion under the terms of this Agreement.

2.2

For the avoidance of doubt, this Agreement does not allow one Party to act on behalf of the other. The Agreement does not provide for the transfer of rights to property belonging to it from one Party to the other, as well as any rights to joint use of property. The provisions of civil legislation on common shared ownership do not apply to the property of the Parties.

3.

CONDUCT OF COOPERATION BUSINESS

3.1

The management of the affairs of Cooperation under this Agreement and the management of joint activities shall be entrusted to Party 2.

3.2

If necessary, Party 2 has the right to request that Party 1 provide a power of attorney to conduct the affairs of the Cooperation. General expenses for joint activities shall be borne by Party 2.

4.

DISTRIBUTION OF DIGITAL ASSETS

4.1

Party 1 receives [97.25]% of the Digital Assets created as a result of activities under this Agreement in terms of the block reward and in terms of the reward for validating transactions in blocks actually found by the pool. Party 2 receives [2.75]% of the Digital Assets created as a result of activities under this Agreement in terms of the block reward and in terms of the reward for validating transactions in blocks actually found by the pool.

4.2

Distribution of digital assets under this Agreement will be carried out from 10:00 to 18:00 of the next day or the day after the next day, Astana, Republic of Kazakhstan time.

4.3

In accordance with paragraph 2 of Article 2 of the Civil Code of the Republic of Kazakhstan, Party 1 of its own free will and in its interests agrees that if an objection to the procedure for the distribution of digital assets is not filed with Party 2 within 3 (three) days from the date of distribution of digital assets (at the end of each working day), then Party 1 loses the right to file claims and objections to Party 2 regarding the procedure for the distribution of digital assets.

4.4

Party 2, no later than the [5th] day of each month following the reporting month, shall provide Party 1 with an Interim Act in the form (in accordance with Appendix 1) with an attached breakdown of the number of distributed digital assets (DDA) and the total value of DDA, taking into account the rate determined by the authorized state body in the reporting period.

4.5

Party 2 receives its share in the form of digital assets (BTC). For tax purposes, the current value of BTC is calculated in tenge equivalent, at the rate determined by the authorized state body in the reporting period.

4.6

Each Party shall pay taxes and other mandatory payments promptly and in full.

5.

RIGHTS AND RESPONSIBILITIES OF THE PARTIES

5.1

Party 1 has the right:

5.1.1.

receive a share in the amount established by this Agreement;

5.1.2.

receive assistance from Party 2 in resolving any deficiencies related to the transfer of the processing capacity of the Mining Equipment, as well as on any issues arising in connection with the activities of the Cooperation;

5.1.3.

to terminate the Agreement in the event of a material breach by Party 2 of the terms of the Agreement, without limiting other grounds provided for by the Agreement and applicable law. In this case, Party 1 is obliged to notify Party 2 in writing of the termination/termination of the agreement 30 (thirty) calendar days prior to the date of termination;

5.1.4.

in the course of the Cooperation, require Party 2 to provide any documents confirming the compliance of the Cooperation activities with the requirements of the current legislation of the Republic of Kazakhstan, as well as the terms of this Agreement. For the avoidance of doubt, Party 1 does not have the right to receive information on the financial and operational activities of Party 2, which Party 2 conducts not within the framework of the Cooperation;

5.1.5.

in the event of a temporary suspension of the activities of the Cooperation due to circumstances beyond the control of Party 1, Party 1 has the right to demand reimbursement of documented expenses incurred by Party 1 during the specified period;

5.1.6.

if during the activity of the Cooperation it becomes obvious that its activity is being conducted improperly, Party 1 has the right to set a reasonable period for eliminating the deficiencies and, if this requirement is not met within the appointed period, to terminate the Agreement;

5.1.7.

suspend the activities of the Cooperation if Party 1 receives notification from authorized organizations about a shortage of electric power in the region where the Mining Equipment is located and faces restrictions on the purchase of electric power through centralized trading. Party 1 must notify Party 2 of the suspension of the activities of the Cooperation within the day when Party 1 learned of the circumstances for the suspension. Party 1 suspends the activities of the Cooperation in accordance with this paragraph for the period necessary for the Mining Equipment to continue receiving electric power.

5.2

Party 1 is obliged to:

5.2.1.

provide all processing power of the Mining Equipment for connection to the Server Equipment;

5.2.2.

independently maintain the Mining Equipment in good working order and bear all costs for the maintenance and operation of the Mining Equipment;

5.2.3.

in the event of discovery of hidden deficiencies after each working day of the Cooperation, notify Party 2 thereof immediately, but no later than three days. Otherwise, such comments shall be considered withdrawn;

5.2.4.

within 3 (three) working days, notify Party 2 in writing of the termination of the license, the decision of the authorized body (licensor) to suspend or revoke the license, as well as any technical problems related to mining activities;

5.2.5.

link your accounts to an electronic wallet via the pool interface to receive payments after concluding this Agreement;

5.2.6.

provide the hashrate generated by the Mining Equipment in accordance with clause 5.3.3. of the Agreement.

5.3

Party 2. has the right:

5.3.1.

require provision of hashrate generated by Mining equipment;

5.3.2.

propose to Party 1 to change the distribution of shares of the Parties in the Cooperation in the event of an increase in the justified costs of the Cooperation, including, but not limited to, development of new software, deployment of new servers, registration of new domain names, general growth of costs and tariffs due to the market, etc. To change the distribution of shares in the Cooperation, Party 2 shall send Party 1 an electronic notification of the intention to change the distribution of shares and shall indicate the proposed new distribution of shares. If Party 2 does not receive consent from Party 1 to change the distribution of shares within 2 (two) business days from sending the electronic notification, Party 2 shall have the right to unilaterally terminate the Agreement. If Party 1 agrees to change the shares, the Parties shall have the right to enter into an additional agreement to the Agreement.

5.3.3.

If, during the course of the Cooperation, the volume of the hashrate of Party 1 accepted by Party 2 according to the data displayed in the personal account of Party 1 on the portal

5.3.4.

unilaterally terminate the Agreement or suspend the activities of the Cooperation without any liability to Party 1 in the following cases: (a) Party 1 commits a breach of any of the terms of this Agreement; (b) Party 1 intends to transfer any of its rights or obligations under this Agreement without obtaining the prior written consent of Party 2; (c) an order is issued or a decision is made to liquidate Party 1 or circumstances arise that give the right to a court of competent jurisdiction to issue an order for the liquidation of Party 1; (d) an order is issued to appoint an administrator to manage the affairs, business and property of Party 1, or documents are filed with a court of competent jurisdiction for the appointment of an administrator.

5.3.5.

unilaterally suspend the activities of the Cooperation without any liability to Party 1 if the Server Equipment for any reason (except for circumstances arising through the fault of Party 2) loses the technical ability to combine the capacities of the hardware and software complex for digital mining of digital miners and the distribution of digital assets obtained as a result of the activities of miners, by sending Party 1 a notice of suspension of the activities of the Cooperation within 1 (one) hour after Party 2 discovers the loss of the technical capacity of the Server Equipment, indicating the time frame for restoring the operability of the Server Equipment.

5.4

Party 2 is obliged to:

5.4.1.

in the event of technical problems arising during the activities of the Cooperation, eliminate such technical problems within a reasonable time after their occurrence;

5.4.2.

send, within calendar days, to Party 1 instructions on the conditions for connecting to the Server Equipment;

5.4.3.

provide, upon written request of Party 1, consultative and technical support and provide information reports in connection with the execution of this Agreement;

5.5

The Parties are obliged to:

5.5.1.

in the case of exchange of electronic information data using open communication channels (e-mail, Internet, ftp, etc.), comply with information security requirements.

6.

LIABILITY OF THE PARTIES

6.1

For failure to perform or improper performance of obligations under this Agreement, the Parties shall bear liability as provided for by the legislation of the Republic of Kazakhstan.

6.2

Neither Party shall be liable to the counterparties of the other Party. The obligations of the Parties related to the Agreement are not joint and several.

6.3

The total aggregate liability of Party 2 under this Agreement is limited to the amount of actual damage to Party 1. Party 2 shall not be liable to Party 1 for loss of hashrate that occurred during the transfer of computing power. Distribution of Digital Assets occurs only in relation to the hashrate actually received.

7.

COMPENSATION FOR DAMAGES

8.

CONFIDENTIALITY

8.1

During the term of this Agreement and after its termination, each Party shall maintain confidentiality, protection and non-disclosure to third parties of all information provided under this Agreement. The Parties shall not have the right to disclose to anyone any information concerning confidential information that was transferred by the other Party or became known in connection with the execution of this Agreement, without the prior written permission of the other Party. The Parties acknowledge that disclosure of confidential information is permitted to auditors, as well as to other persons in cases expressly provided for by applicable law.

8.2

A Party that has received the appropriate permission to disclose any confidential information to third parties must first obtain from each such third party a written undertaking to comply with the requirements of non-disclosure of the confidential information transferred to it.

8.3

A Party shall not have the right to copy or retain with itself or third parties any materials on paper, electronic or any other medium received from the other Party in connection with the performance of any task. Upon termination of this Agreement, all information, plans, specifications, reports, forecasts, summaries and any information and materials that may have been collected by a Party in connection with the implementation of this Agreement will be returned to its owner or destroyed.

9.

REPRESENTATIONS AND WARRANTIES

9.1

Status

9.2

Reality

9.3

Conclusion of the Agreement

9.4

No Violations

9.5

Information

9.6

Absence of procedural proceedings

9.7

Solvency

9.8

Each Party guarantees to the other Party that:

(a)

the conclusion and execution of this agreement is within the scope of incorporate powers and is duly formalized by all necessary corporate decisions, does not

(b)

to the best of the Party’s knowledge, there are no legal proceedings pending against it that could materially affect its ability to perform its obligations under this agreement;

(c)

at the time of conclusion of the Agreement, neither Party violates its obligations under any agreement or contract that could affect its ability to fulfill any obligations under this Agreement.

10.

TERMINATION OF THE CONTRACT

10.1

Upon termination of the Agreement, property, knowledge, skills, etc. shall remain with the Party to which the relevant property, knowledge, skills, etc. belonged prior to the conclusion of the Agreement.

10.2

If within 15 (fifteen) business days from the date of conclusion of the Agreement or within any other 3 (three) consecutive calendar days the hashrate of Party 1 is zero, Party 2 has the right to terminate the Agreement unilaterally by notifying Party 1 of the termination of the Agreement by sending a notice of at least 2 (two) days.

11.

DISPUTE RESOLUTION PROCEDURE AND APPLICABLE LAW

11.1

All disputes and disagreements that may arise from this Agreement or in connection with it will, if possible, be resolved through meetings and negotiations between the Parties in a pre-trial manner.

11.2

Any dispute, controversy, or claim, whether contractual or non-contractual, arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach or termination, shall be referred to and finally resolved by arbitration administered by the IAC in accordance with the IAC Arbitration and Mediation Rules in effect on the date of filing of the Request for Arbitration with the IAC Registrar and forming an integral part of this Agreement.

11.3

The number of arbitrators shall be three. The place of arbitration shall be [AIFC]. The language of arbitration shall be Russian. This Agreement shall be governed by the laws of the Republic of Kazakhstan in all respects, including its interpretation, validity and execution.

11.4

The substantive law of the Republic of Kazakhstan shall apply to the relations of the Parties under this Agreement.

12.

NOTICES

12.1

Any notice or other communication to be provided under this Agreement must be sent in Russian in writing and signed by the sending Party.

12.2

If any of the Parties changes its postal address and/or other details specified above, such Party is obliged to notify the other Party of such changes in writing. In the event of a change in any details, each Party is obliged to notify the other Party of this within the specified time frame, otherwise, all losses associated with untimely notification of the change in details will be attributed to the guilty Party.

13.

FORCE MAJEURE

13.1

A Party shall be released from liability for partial or complete failure to perform or improper performance of an obligation if this was a consequence of force majeure circumstances that arose after the conclusion of the Agreement as a result of extraordinary circumstances that the Party could not foresee or prevent.

13.2

Force majeure circumstances shall mean, without limitation: military actions, wars, mass riots, civil disobedience occurring at the place where the work is being performed; acts of state bodies; as well as other circumstances of an extraordinary and unavoidable nature that directly impede the proper performance of the Agreement.

13.3

Upon the occurrence of such circumstances, the Party experiencing their effect must notify the other Party of them in writing within five calendar days. The said notification must contain information on the onset and nature of the circumstances, as well as on the probable duration of their effects and the consequences in terms of the performance of the Agreement.

13.4

If the Party affected by force majeure circumstances fails to submit the documents required by law certifying the existence of these circumstances, then such Party shall lose the right to refer to such circumstances as a basis exempting it from liability for failure to perform or improper performance of obligations under the Agreement.

13.5

In cases of force majeure, the term for fulfillment of the obligations of the Party under the Agreement shall be extended in proportion to the time during which those circumstances and their consequences are in effect. If the force majeure circumstances that have occurred and their consequences continue to be in effect for more than thirty days, the Parties shall hold additional negotiations to determine acceptable alternative methods of fulfilling the Agreement or the obligations of the parties shall cease due to the impossibility of fulfillment (except for monetary obligations) from the moment the force majeure circumstances arise. If within the following 1 (one) month the Parties do not agree on the

14.

OTHER PROVISIONS

14.1

This Agreement shall enter into force on the date of signing and shall remain in effect until July 1, 2024 (inclusive), and in terms of the distribution of digital assets and mutual settlements until the Parties have fully fulfilled their obligations.

14.2

This Agreement may be amended by written agreement of the Parties.

14.3

The text of the Agreement fully reflects the essence of the agreements of the Parties on the obligations and rights contained therein. All subsequent agreements are drawn up in writing and are an integral part of the Agreement.

15.

DETAILS