gemini-spamay2026exhibit

1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 14, 2026, between Gemini Space Station, Inc., a Nevada corporation (the “Company”), and Winklevoss Capital Fund, LLC (including its successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act, the Company desires to issue and sell to the Purchaser, and the Purchaser, desires to purchase from the Company shares of Class A Common Stock as more fully described in this Agreement; WHEREAS, the Purchaser desires to pay the Aggregate Purchase Price for the Purchaser’s Shares (as defined below) by delivering Bitcoin (“BTC”) to a wallet address designated by the Company, and the Company desires to accept such Bitcoin as payment in-kind for the Shares, all on the terms and conditions set forth herein; NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. “Aggregate Purchase Price” shall have the meaning ascribed to such term in Section 2.1. “Board of Directors” means the board of directors of the Company. “Bitcoin” or “BTC” means the decentralized digital cryptocurrency maintained on the Bitcoin blockchain network. “BTC Exchange Rate” shall have the meaning ascribed to such term in Section 2.1. “BTC Payment Amount” means the number of Bitcoin to be delivered by the Purchaser to the Company in payment for the Purchaser’s Shares, as calculated by dividing the Aggregate Purchase Price by the BTC Exchange Rate, as set forth on Exhibit A hereto. “Closing” means the closing of the purchase and sale of the Shares pursuant to Section 2.1.

2 “Closing Date” means the first Trading Day on or following the date of this Agreement on which all conditions precedent to (i) the Purchaser’s obligations to pay their BTC Payment Amount and (ii) the Company’s obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later than the second (2nd) Trading Day following the date hereof. “Commission” means the United States Securities and Exchange Commission. “Class A Common Stock” means the Class A Common Stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. “Class B Common Stock” means the Class B Common Stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. “Company Counsel” means Skadden, Arps, Slate, Meagher & Flom LLP. “Company Wallet” means the Bitcoin wallet address designated by the Company in writing for receipt of BTC payments hereunder, as set forth on Exhibit A hereto or as otherwise communicated in writing to the Purchaser prior to the Closing. “Designated Blockchain” means the Bitcoin blockchain network. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “GAAP” means United States generally accepted accounting principles. “Lien” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. “Material Adverse Effect” shall have the meaning assigned to such term in Section 3.1(a). “Price Per Share” shall have the meaning assigned to such term in Section 2.1. “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. “Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened. “Required Approvals” shall have the meaning ascribed to such term in Section 3.1(d). “RRA” shall have the meaning ascribed to such term in Section 4.1(e). “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended or interpreted from time to time, or any similar rule or regulation

3 hereafter adopted by the Commission having substantially the same purpose and effect as such rule. “SEC Reports” shall have the meaning ascribed to such term in Section 3.1(f). “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. “Shares” means the shares of Class A Common Stock issued or issuable to the Purchaser pursuant to this Agreement. “Subsidiary” means any subsidiary of the Company as identified in the SEC Reports, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof. “Trading Day” means a day on which the principal Trading Market is open for trading. “Trading Market” means the Nasdaq Global Select Market or such other national securities exchange on which the Class A Common Stock is then-listed. “Transaction Blockchain Confirmation” means at least six (6) confirmations of the applicable Bitcoin transaction on the Designated Blockchain. “Transfer Agent” means Equiniti Trust Company, LLC, the transfer agent of the Company as of the date hereof, and any successor transfer agent of the Company. “VWAP” shall have the meaning ascribed to such term in Section 2.1. ARTICLE II PURCHASE AND SALE 2.1 Closing. Upon the terms and subject to the conditions set forth herein, on the Closing Date the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 7,142,857 shares of Class A Common Stock (the “Shares”) in exchange for the BTC Payment Amount, as determined in accordance with this Section 2.1. (a) The aggregate purchase price for the Shares shall be US$100,000,000 (the “Aggregate Purchase Price”). (b) The purchase price per Share (the “Price Per Share) shall be $14.00. (c) The BTC exchange rate (the “BTC Exchange Rate”) shall equal the U.S. Dollar price of one (1) Bitcoin determined as of 4:00 p.m. New York City time on the Trading Day immediately preceding the date of this Agreement, based on the CME CF Bitcoin Reference Rate – New York Variant (BRRNY) (or, if unavailable, another nationally recognized pricing source reasonably agreed by the parties).

4 (d) The BTC Payment Amount shall equal an amount in Bitcoin determined as follows: (x) the Aggregate Purchase Price divided by (y) the BTC Exchange Rate, as set forth on Exhibit A hereto. The parties acknowledge and agree that the Price Per Share and the BTC Exchange Rate were determined pursuant to the objective pricing mechanisms set forth herein and are final and binding, and shall not be adjusted based on subsequent fluctuations in the market price of the Class A Common Stock or Bitcoin. Upon satisfaction (or waiver) of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel (or remotely via electronic exchange of documents and signatures) or such other location as the parties shall mutually agree. 2.2 Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) the Company Wallet address; and (ii) a copy of irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, at the Closing, the number of Shares to be purchased by the Purchaser pursuant to this Agreement, registered in the name of the Purchaser, in book- entry form. (b) The Purchaser shall deliver the BTC Payment Amount to the Company Wallet on or prior to the Closing Date. For the avoidance of doubt, the Purchaser’s obligation to deliver the BTC Payment Amount shall be satisfied upon the Transaction Blockchain Confirmation of the transfer of the applicable BTC Payment Amount to the Company Wallet. The parties acknowledge and agree that: (i) the BTC Exchange Rate and the BTC Payment Amount have been determined pursuant to Section 2.1 and are reflected on Exhibit A hereto and shall not be adjusted due to subsequent fluctuations in the market price of Bitcoin or the Class A Common Stock; (ii) all network transaction fees (“gas fees” or “miner fees”) incurred in connection with the transfer of Bitcoin to the Company Wallet shall be borne by the Purchaser; (iii) the Purchaser shall not be responsible for any loss, diminution, or fluctuation in the value of Bitcoin following the Transaction Blockchain Confirmation of its transfer to the Company Wallet; (iv) payment shall be deemed received by the Company upon Transaction Blockchain Confirmation, and time of payment shall be determined by reference to the timestamp of the block in which such transaction is first confirmed on the Designated Blockchain; and

5 (v) the Purchaser shall promptly provide the Company with the applicable transaction hash (TXID) following initiation of such Purchaser’s Bitcoin transfer. (c) In the event that a Bitcoin transfer initiated by the Purchaser is not confirmed by Transaction Blockchain Confirmation within 48 hours of initiation, the Company shall extend the Closing Date for a reasonable period (not less than two (2) additional Trading Days) to permit confirmation or reinitiation. If, after such extension, the transfer has not been confirmed, the Company may, at its sole discretion, (i) further extend the Closing Date with respect to the Purchaser, (ii) permit the Purchaser to reinitiate the transfer, or (iii) terminate this Agreement with respect to the Purchaser. 2.3 Closing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) the Company shall have filed with The Nasdaq Stock Market LLC a Notification Form: Listing of Additional Shares with respect to the Shares; and

6 (vi) from the date hereof to the Closing Date, trading in the Class A Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally on any nationally recognized securities exchange as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing. ARTICLE III REPRESENTATIONS AND WARRANTIES 3.1 Representations and Warranties of the Company. The Company hereby represents and warrants as of the date hereof and as of the Closing Date to the Purchaser as follows (except to the extent any such representation or warranty is made as of a specific date as set forth therein, in which case it is made solely as of such date): (a) Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform its obligations under this Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect”; provided, however, that changes in the trading price of the Class A Common Stock shall not, in and of themselves constitute a Material Adverse Effect) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. (b) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action

7 is required by the Company, the Board of Directors, any committee of the Board of Directors or the Company’s stockholders in connection herewith other than in connection with the Required Approvals. This Agreement has been duly executed by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (c) No Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares and the consummation by the Company of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not have or reasonably be expected to result in a Material Adverse Effect. (d) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of this Agreement, other than: (i) the Current Report on Form 8-K contemplated by Section 4.4 of this Agreement, (ii) such filings as may be required to be made under applicable state securities laws, and (iii) any notifications, applications, or filings required by the Trading Market (collectively, the “Required Approvals”). (e) Issuance of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company, other than restrictions on transfer provided for in this Agreement. (f) SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and

8 documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). None of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. (g) Material Changes; Undisclosed Liabilities. Since the date of the most recent financial statements included within the SEC Reports, except as set forth in the SEC Reports, (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) payables and other accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission. (h) Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement. The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement. (i) Private Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, the offer and sale of the Shares by the Company to the Purchaser as contemplated hereby is exempt from the registration requirements of the Securities Act. The issuance and sale of the Shares hereunder will comply in all material respects with the rules and regulations of the Trading Market, and the Company has taken (or prior to Closing will take) all actions required to be taken by it to effect such compliance, including obtaining any Required Approvals. (j) Investment Company. The Company is not, and immediately after receipt of payment for the Shares, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended. (k) No Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act (to the extent such securities were not already so registered), or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

9 (l) No General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Shares. (m) Bitcoin Wallet. The Company Wallet is owned and controlled solely by the Company (or a custodian acting on its behalf), and the Company has the sole authority to access and manage the Bitcoin held therein. The Company Wallet is not subject to any Lien or encumbrance, and the Company has implemented commercially reasonable security measures with respect to the Company Wallet. 3.2 Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (except to the extent any such representation or warranty is made as of a specific date as set forth therein, in which case it is made solely as of such date): (a) Organization; Authority. The Purchaser is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. This Agreement has been duly executed by the Purchaser and constitutes the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account. The Purchaser understands that the Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and the Purchaser is acquiring the Shares as principal for its own account and not with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the Purchaser’s right to sell the Shares in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Shares hereunder in the ordinary course of its business. (c) Purchaser Status. At the time the Purchaser was offered the Shares, it was, and as of the date hereof it is either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

10 (d) Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. (e) No Government Recommendation or Approval. The Purchaser understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Company or the purchase of the Shares. (f) Residency. The Purchaser is a resident of the jurisdiction specified below its address on the Purchaser’s signature page hereto. (g) Brokers and Finders. No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or the Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Purchaser. (h) General Solicitation. The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of the Purchaser, any other general solicitation or general advertisement. (i) Access to Information. The Purchaser acknowledges that it has had the opportunity to review this Agreement and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. The Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect the Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. (j) Bitcoin Representations and Warranties. The Purchaser hereby represents and warrants that: (i) all Bitcoin to be delivered in connection with this transaction (i) have been lawfully acquired, (ii) are not derived from, nor have they been used in connection with, any activity that violates any applicable law, regulation or statute,

11 including but not limited to anti-money laundering laws, sanctions laws, and anti- corruption laws, and (iii) are not the proceeds of any criminal activity, including fraud, theft, drug trafficking, human trafficking, or any conduct constituting a predicate offense to money laundering; (ii) the Purchaser is the sole beneficial owner of the Bitcoin to be delivered hereunder, with full right, power, and authority to transfer such Bitcoin, free and clear of any Liens; (iii) the Bitcoin wallet from which the Purchaser will transfer the BTC Payment Amount is owned and controlled solely by the Purchaser (or a custodian acting on its behalf), and is not subject to any Lien, restriction or claim of any third party; (iv) neither the Purchaser nor any of its Affiliates is a Person (or owned or controlled by a Person) that is (i) the subject or target of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union, or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized, or resident in a country or territory that is the subject of comprehensive Sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions); (v) the Purchaser has not, directly or indirectly, used any Bitcoin, or lent, contributed or otherwise made available any Bitcoin, to any Subsidiary, joint venture partner or other Person, in any manner that would result in a violation of any Sanctions by any Person; and (vi) the Purchaser shall maintain detailed records of the Bitcoin transactions under this Agreement and shall provide transaction IDs and blockchain confirmations to the Company upon request. ARTICLE IV OTHER AGREEMENTS OF THE PARTIES 4.1 Transfer Restrictions and Registration Rights. (a) The Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Purchaser without the payment of consideration, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of the Purchaser under this Agreement.

12 (b) The Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Shares in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS AND ARE RESTRICTED SECURITIES, AS THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED AT ANY TIME EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER, OR PREEMPTION OF, THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. (c) Upon the written request of the Purchaser, any legend (including the legend set forth in Section 4.1(b) hereof) on the Shares held by the Purchaser shall be removed (i) while a registration statement covering the resale of such Shares is effective under the Securities Act, (ii) following any sale of such Shares pursuant to Rule 144, (iii) if such Shares are eligible for sale under Rule 144 without restriction or limitation pursuant to Rule 144 and without the requirement for the Company to be in compliance with Rule 144(c)(1), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission), subject in the case of clauses (ii), (iii) and (iv) to receipt from the Purchaser by the Company and the Transfer Agent of customary representations reasonably acceptable to the Company and the Transfer Agent in connection with such request. Upon such request and receipt of such representations, the Company shall (A) deliver to the Transfer Agent irrevocable instructions to the Transfer Agent to remove the legend, and (B) cause its counsel to deliver to the Transfer Agent one or more legal opinions to the effect that the removal of such legend in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with the provisions of this Agreement. The Company agrees that following the effective date of a registration statement covering the resale of the Shares or at such time as such legend is no longer required under this Section 4.1(c), it will, no later than two (2) Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a request for legend removal and in the case of Shares evidenced by a physical certificate, the delivery of the physical certificate, and receipt from the Purchaser by the Company and the Transfer Agent of customary representations reasonably acceptable to the Company and the Transfer Agent in connection therewith, deliver or cause to be delivered to the Purchaser, as may be requested by the Purchaser, a book-entry position evidencing such Shares that is free from all restrictive and other legends or by crediting the account of the Purchaser or its designee with The Depository Trust Company through its Deposit or Withdrawal at Custodian system if the Company is then a participant in such system. (d) The Purchaser agrees with the Company that the Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and acknowledges that any removal of the restrictive legend from the Shares due to the effectiveness of a registration

13 statement as set forth in Section 4.1(c) is predicated upon the Company’s reliance upon this covenant of the Purchaser. (e) Pursuant to Amendment No. 1, dated May 14, 2026, by and between the Purchaser and the Company (“Amendment No. 1”), to the Registration Rights Agreement, dated September 12, 2025 (the “RRA”), by and among, the Company and the Holders party thereto, the Shares shall constitute “Registrable Securities” under, and shall be entitled to the benefits of, the RRA . The Company represents and warrants that Amendment No. 1 may be executed and delivered by the Company without the consent of any other party to the RRA, or, if any such consent is required, such consent has been obtained. The Company shall treat the Shares as “Registrable Securities” for all purposes of the RRA, including for purposes of any resale registration statement then effective or to be filed pursuant thereto. 4.2 Maintenance of Public Information. The Company covenants, until the earliest of the time that the Purchaser owns no Shares or all Shares held by the Purchaser may be sold without restriction or limitation pursuant to Rule 144 and without the requirement for the Company to be in compliance with Rule 144(c)(1), to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. 4.3 Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with, or aggregated with, the offer or sale of the Shares in a manner that would require the registration under the Securities Act of the sale of the Shares or that would be integrated with the offer or sale of the Shares for purposes of the rules and regulations of the Trading Market, in each case in a manner that would require stockholder approval prior to the issuance of the Shares or such other securities, unless stockholder approval is obtained prior to such issuance. 4.4 Securities Laws Disclosure. The Company shall file a Current Report on Form 8- K, including this Agreement as an exhibit thereto, with the Commission within the time required by the Exchange Act. 4.5 Listing of Class A Common Stock. The Company hereby agrees to use commercially reasonable efforts to maintain the listing or quotation of the Class A Common Stock on the Trading Market on which it is currently listed. 4.6 Compliance with Trading Market Rules; No Violation. Notwithstanding anything to the contrary in this Agreement, the Company shall not, and shall not cause its Transfer Agent to, issue or deliver any Shares pursuant to this Agreement if such issuance would violate the rules of the Trading Market. The Company shall, prior to the issuance of the Shares, make any required notifications to the Trading Market, including any required Listing of Additional Shares notification, and use commercially reasonable efforts to ensure that the Shares are eligible for listing on the Trading Market upon issuance (subject only to official notice of issuance) and shall provide the Purchaser with reasonable evidence of compliance with this Section 4.6 upon request. 4.7 Certain Transactions and Confidentiality. The Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any

14 purchases or sales, including short sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the Current Report on Form 8-K contemplated by Section 4.4 of this Agreement. The Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the Current Report on Form 8-K contemplated by Section 4.4 of this Agreement, the Purchaser will maintain the confidentiality of the existence and terms of this transaction. 4.8 Bitcoin Indemnification. The Purchaser hereby agrees to indemnify, defend, and hold the Company harmless from and against any and all claims, losses, liabilities, damages or expenses arising out of or related to (i) delays, errors, or failures in the execution, confirmation or settlement of the Bitcoin delivered in connection with this transaction, (ii) the breach of any of the Bitcoin representations or warranties set forth in Section 3.2(j), or (iii) any claim that the Purchaser’s Bitcoin were derived from or connected with illegal activity. ARTICLE V MISCELLANEOUS 5.1 Termination. This Agreement may be terminated by the Company or by the Purchaser by written notice to the other party, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties). 5.2 Return of Bitcoin. If this Agreement is terminated and the Purchaser has transferred BTC to the Company Wallet and the Closing has not occurred, the Company shall promptly, and in any event within five (5) Business Days following such termination, return to the Purchaser the full BTC Payment Amount (denominated in Bitcoin, not U.S. Dollars) to a wallet address designated by the Purchaser in writing, without deduction, offset, or interest. The Company shall bear all network transaction fees associated with such return transfer. 5.3 Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Purchaser. 5.4 Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters. 5.5 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email on a day that is not a

15 Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. 5.6 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any amendment effected in accordance with this Section 5.6 shall be binding upon each Purchaser and the Company. 5.7 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. 5.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser (other than by merger). The Purchaser may assign any or all of its rights under this Agreement to any Person to whom the Purchaser assigns or transfers any Shares, provided that such transferee agrees in writing to be bound, with respect to the transferred Shares, by the provisions of this Agreement that apply to the Purchaser. 5.9 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. 5.10 Governing Law; Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by

16 law. If any party shall commence a Proceeding to enforce any provisions of this Agreement, then the prevailing party in such Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding. 5.11 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Shares. 5.12 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof. 5.13 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. 5.14 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments thereto. In addition, each and every reference to share prices and shares of Class A Common Stock and Class B Common Stock in this Agreement shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Class A Common Stock and Class B Common Stock that occur after the date of this Agreement. 5.15 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. [Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. GEMINI SPACE STATION, INC. By: /s/ Danijela Stojanovic Name: Danijela Stojanovic Title: Interim Chief Financial Officer Address for Notice: 600 Third Avenue, 2nd Floor New York, NY 10016

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. PURCHASER: WINKLEVOSS CAPITAL FUND, LLC By: /s/ Cameron Winklevoss By: Winklevoss Capital Management, LLC, its Manager Name: Cameron Winklevoss Title: Manager Address for Notice: Farmers Bank Building, 301 N. Market Street, Suite 1463 Wilmington, Delaware 19801

EXHIBIT A CLOSING SCHEDULE Company Wallet Address: [***] Purchaser Shares Price Per Share Aggregate Purchase Price (USD) BTC Exchange Rate (USD/BTC) BTC Payment Amount Winklevoss Capital Fund, LLC 7,142,857 $14.00 $100,000,000 $79,496.91 1,257.91052759 BTC